(1) These terms and conditions of sale shall apply exclusively to all business transactions between Protect2Clean-GmbH (seller) and the customer. Differing or contradictory terms shall not apply except if expressly agreed upon in writing by Protect2Clean GmbH.
(2) These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(3) These terms and conditions of sale shall only apply vis á vis merchants, legal persons under public law or special funds under public law within the meaning of sec. 310 para. 1 BGB (German Civil Code).
The order of the customer constitutes an offer within the meaning of sec. 145 BGB. The seller is entitled to accept the offer within two weeks by confirming the order, handing over the ordered goods or handing over upon delivery. In the absence of other agreements, the Incoterms 2020 are to apply for the interpretation of common commercial contract forms.
(1) Prices are quoted ex works, exclusive of any statutory VAT and costs for packaging, carriage, postage, except as otherwise expressly agreed upon. Any customs, charges, taxes and other public duties shall be borne by the purchaser.
(2) Invoiced amounts shall be remitted to the account stated in the invoice indicating the invoice number. Any domestic or foreign bank fees or charges shall be borne by the purchaser. The purchaser has to ensure that the amount invoiced will be credited to our account in full without deduction.
(3) The purchase price is due and payable net within 30 days from the date of the invoice. The relevant time of receipt of payment shall be the date on which the amount is credited to our account. The purchaser’s transfer order shall therefore be made in good time so as to ensure that the amount is credited to our account within such period. From the due date interest in the amount of 8% above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.
(3) If, after contract conclusion, it becomes evident that the claim for payment is endangered, the seller is entitled to declare due all claims not subject to limitation from ongoing business relations and to revoke direct debit authorisation within the meaning of § 7 para. 4. The buyer can avert all these legal consequences by payment or provision of security to the value of the endangered payment claim.
(4) Orders of goods with a value of less than 50 € will be charged with a small quantity surcharge.
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim was found uncontested or legally binding. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
(1) Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved by the seller.
(2) In case of default in acceptance or other breaches of duties to cooperate owed by the purchaser we are entitled to claim any resulting damages including additional expenses. Further rights are reserved. The risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
(3) If delivery periods have been determined by the seller, in case of strikes, force majeure or the violation of compulsory cooperation, these delivery periods shall be extended by the duration of the hindrance.
(1) The seller´s warehouse or, in case of to drop shipments, the supplier´s plant, is determined as the place of delivery and performance.
(2) If the purchaser demands shipment of the goods at his own expense, the risk of loss or damage to the goods passes to the purchaser upon dispatch. The purchaser can demand for insured shipment.
(3) In the absence of specific agreements, the seller shall determine the terms of shipment (transport company, packaging, dispatch route).
(4) In the absence of specific agreements, international shipments by the seller will be carried out EXW Braunschweig, Incoterms 2020.
(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including default in payment, we are entitled to retrieve the goods.
(2) The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The purchaser may resell goods subject to the above retention of title only in the regular course of business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment, the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree not to demand payment on the assigned claims as long as the purchaser fulfils all payment obligations, does not become subject to an application for insolvency or similar proceedings or to suspension of payments.
(5) Insofar as the loan collaterals mentioned above exceed the secured claims by more than 10 %, we are obligated to release exceeding securities upon the purchaser’s request at our discretion.
(1) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(2) Warranty claims shall – except in case of claims for damages – become time-barred after 12 months after passing of risk.
(3) In case of defects in quality or defects in title the purchaser is entitled to supplementary performance in form of remedy of the defect or delivery of conforming goods. If supplementary performance fails, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
(4) Any rights of the purchaser to claim damages or reimbursement of wasted expenditure are granted within the meanings of sec. 9; unless as admitted thereunder, such claims shall be excluded.
(5) If the purchaser´s claim for remedy of the defect or delivery of conforming goods is time-barred, damage claims are also excluded based hereupon. This shall not apply if the seller violated her duty of remedy of the defect or delivery of conforming goods whilst the purchaser´s claim of supplementary performance was not time-barred. Statutory limitation periods apply for damage claims based hereupon.
(1) Unless otherwise provided for in these terms and conditions of sale including the following provisions, our liability for any breach of contractual or non-contractual duties shall be governed by the applicable statutory provisions.
(2) We shall be liable for damages – on whatever legal grounds – in case of intentional conduct and gross negligence. In case of simple negligence, we shall only be liable
a) for damages arising from injury to life, body or health;
b) for damage caused by breach of an essential contractual obligation (obligation, whose fulfilment enables the proper execution of the contract and may regularly and justifiably be relied upon by the other party). In this case, our liability shall be limited to foreseeable typically occuring damage .
(2) The limitations of liability as set forth in sec. 9.2. shall not apply in case of fraudulent concealment of defects by us or any if warranty was given by us as to the quality of goods. The same shall apply to claims of the purchaser under the Product Liability Act (Produkthaftungsgesetz).
(1) This contract shall only be governed by the laws of the Federal Republic of Germany with the exclusion UN-purchasing law (CISG) as well as deviating or prevailing private international laws.
(2) Exclusive place of jurisdiction for all disputes arising out of or in connection with this contract, concluded with merchants within the meanings of HGB, legal persons under public law, or special funds under public law, shall be Braunschweig, Germany.
Last revised: 01/2020