General Terms and Conditions
The general terms and conditions shall apply to all business relationships between Kniggendorf + Kögler Security GmbH and Kniggendorf + Kögler GmbH (referred to as the "Seller" in the following) and their customers (referred to as the "Buyer" in the following). These GTACs shall only apply if the Buyer is a business within the context of Section 14 BGB, a legal person within the context of civil law, or a publically legal funded asset.
Offers, deliveries, services, and other legal business transactions on behalf of the Seller shall be completed exclusively based on the following terms and conditions. The same shall apply as agreed to herewith as a framework agreement for any future contracts regarding the sale and/or delivery of mobile goods to the same Buyer. A repeated agreement shall not be required. Conflicting or complementary terms and conditions of the contractual partner shall apply as explicitly excluded. The Seller shall be entitled to alter or add to these general terms and conditions within the scope of an appropriately announced period of time. In case of alterations to the general terms and conditions, the Seller shall provide the customer with the altered conditions in writing or text form. If the customer does not decline the altered or added terms and conditions within 2 weeks of their receipt, then the altered or added terms and conditions as agreed to, provided the customer has been informed regarding the effect of failure to decline them.
Declarations on behalf of the Buyer vis-a-vis the Seller that have been submitted after completion of the contract (especially specification of deadlines, declaration of defects, declaration of withdrawal) must be made in writing.
Provided nothing else has been specified in these terms and conditions, legal regulations shall apply. Instructions regarding legal regulations are only provided for clarification.
Provided not otherwise indicated, the prices indicated are given in euros.
All prices indicated are given ex works, plus packaging and legally applicable value added tax. Prices for packaging and shipping shall be indicated by the Seller to the Buyer prior to order submission.
3. Offer and contract completion
The Seller's offers shall remain nonbinding and subject to change. The same shall apply to offers involving additions, alterations, or side agreements. The Buyer's order for the goods shall be considered a binding contractual offer. Provided nothing else results from the order, the Seller shall be entitled to accept this contractual order within 2 weeks after its receipt. The Seller may declare acceptance either by confirming the order in text form or by delivering the goods to the Buyer.
Ordered articles shall be delivered via shipping, in which case the Seller shall be entitled to specify the method of delivery (in particular the transport company, delivery route, and packaging), provided nothing else has been agreed to. Large order quantities shall be sent by courier to the Buyer, reasonable partial deliveries and partial services shall be permitted. In this case, each reasonable partial delivery and partial service provided to the customer shall be considered an independent delivery and service; additional costs for packaging and delivery for partial deliveries and partial services shall be borne by the Seller.
The delivery period shall be approx. 6 weeks following contract completion, provided nothing else has been agreed to individually; the delivery period for articles produced specifically for the customer shall always be agreed to individually between the parties. The occurrence of delivery delays shall be specified by legal regulations. A reminder from the Buyer is required in all cases.
If the delivery by the Seller is delayed, then the Buyer may demand flat-rate compensation for delay damages. The flat-rate damage compensation for each completed calendar week of delays shall amount to 0.5% of the net price (delivery value), but nevertheless to a maximum of 5% of the delivery value of the goods delivered late. The Seller reserves the right to prove that the Seller did not suffer damages or only suffered damages less than the flat rate indicated above.
In case of delays, the Buyer may submit an appropriate grace period to the Seller in writing including instructions that acceptance of the object of purchase shall be declined following expiry of the deadline. Following unsuccessful expiry of the grace period, the Buyer shall be entitled to withdraw from the purchase contract via a written declaration.
Provided the Seller cannot maintain delivery deadlines for reasons that he is not responsible for (unavailability of the service), then he must inform the Buyer about this immediately and simultaneously inform regarding a new, tentative delivery period. If the service is also not available within the new delivery period, then the Seller shall be entitled to withdraw completely or partially from the contract; any return service previously provided by the Buyer shall be refunded immediately. In this case, unavailability of the service in this context shall refer to untimely delivery by suppliers if a congruent covering transaction has been completed, neither the Seller nor his suppliers are responsible, or the Seller is not obligated to procure in the individual case.
In case of delivery and service delays due to force majeure or due to disruptions to company operations which the Seller or his suppliers are not responsible for, especially strikes, lockouts, civil declarations, etc., the delivery period shall extend accordingly, even in case of binding agreed periods and deadlines.
5. Reservation of title
The goods delivered by the Seller shall remain the property of the seller until all current claims of the Seller against the Buyer and any future claims connected with the delivered goods have been fulfilled. The Buyer shall be entitled to sell the goods reserved as the property of the Seller within the scope of a regular business transaction.
Nevertheless, he shall hereby assign all claims from this subsequent sale to the Seller, regardless of whether the reserved goods are sold without or following processing. The Seller shall accept this assignment. If the reserved goods are subsequently sold following processing together with other goods that are not the property of the Seller, then the Buyer's claim against the recipient in the amount of the delivery price agreed between the Buyer and the Seller shall qualify as assigned. The Buyer shall also be entitled to collect this claim after assignment. The authority of the Seller to collect the claim himself shall remain unaffected by this; nevertheless the Seller shall be obligated to refrain from this for as long as the Buyer is able to meet his payment obligations regularly.
If the Buyer utilises his authority to collect, then the Seller shall be entitled to the collected revenue in the amount of the delivery price agreed between the Buyer and the Seller for the reserved goods. Upon request, the Seller shall be obligated to release the security he is entitled to once its value exceeds that of the secured claims by more than 20%, provided these have not been settled yet.
The purchase price shall be due for payment within the individually agreed payment period; if a payment period is not agreed to individually, then the purchase price must be paid within 14 days following invoice submission and delivery. Delivery within the European Union shall only follow advance payment. Payment shall only be considered completed if the payment amount is finally received by and available to the Seller. If the Buyer is delayed, then the Seller shall be entitled to calculate interest starting with the associated point in time according to the respective legally applicable interest rate.
The rights of the Buyer in case of material and legal defects shall be specified according to legal regulations, provided nothing otherwise is specified in the following. Regardless of this, the provisions of Sections 478, 479 BGB shall remain unaffected. A defect is present if the delivered goods deviate from the properties agreed to. The agreed properties are specified in the "article description", which is included specifically in the contract. The Seller shall not be responsible for statements on behalf of the manufacturer or a third party (e.g. advertising).
Legal examination and objection obligations shall apply (Sections 377, 381 HGB). If the goods indicate defects during examination or later, then this must be indicated to the Seller immediately. Indication shall qualify as immediate if it follows within two weeks. Timely submission of indication of defects shall be sufficient to maintain the deadline. Independent of the legal examination and objection obligation, the Buyer must indicate obvious defects to the Seller in writing within two weeks after delivery. Timely submission of this notification is sufficient to maintain the deadline. If the Buyer does not indicate obvious defects, then the defect shall be considered approved and liability for this shall be excluded.
If the goods delivered by the Seller are defective, then the Seller may choose whether he would prefer subsequent fulfilment by correcting the defects (improvement) or delivery of an item free of defects (replacement). The right to refuse subsequent fulfilment according to legal requirements shall remain unaffected by this. The Seller may provide subsequent fulfilment dependent on the Buyer's payment of the purchase price due. The right of the Buyer to withhold a portion of the purchase price relative to the defect shall remain unaffected by this. The time required for subsequent fulfilment must be provided by the Buyer to the Seller and the defective goods must be provided for testing purposes. Neither dismantling of the defective item nor renewed installation are a part of the subsequent fulfilment owed; this shall not apply if the Seller was previously obligated to provide installation. If it is revealed following examination of the Buyer's demand to correct defects that the goods are in fact not defective, then the Buyer must compensate the appropriate costs that occur over the course of the unjustified request to correct defects.
If subsequent fulfilment fails or if the Buyer sets a suitable grace period for the Seller for subsequent fulfilment which is unsuccessful or if this may be omitted according to legal provisions, then the Buyer shall be entitled to withdraw from the purchase agreement or to reduce the purchase price. In case of insignificant damage, the Buyer's right of withdrawal shall nevertheless be excluded. Claims on behalf of the Buyer against the Seller involving damage compensation or cost compensation are permitted within the scope of the provisions concerning liability under item 9.
8. Limitation period
The general limitation period for claims on behalf of the Buyer resulting from item and legal defects shall be limited to one year following delivery. If the goods involve a structure or an item that has been used for a structure according to its conventional use and caused the defects of this structure (construction materials), then the limitation period shall deviate from the previous provision and be limited to five years from delivery. These periods of limitation shall also apply to contractual and non-contractual damage compensation claims on behalf of the Buyer involving defects of goods. The limitation period of the product liability act shall also remain unaffected by this, as shall special legal provisions for material relinquishment claims of third parties, the claims of the Buyer in case of deceit on behalf of the Seller, and claims within the context of supplier recourse in case of final deliveries to a consumer (Section 479 BGB).
The Seller shall be liable in case of violation of contractual and non-contractual obligations in accordance with legal provision, provided not otherwise specified in the following.
The Seller shall be liable without limit, regardless of the legal reason, in case of intent or gross negligence. In case of negligence, the Seller shall be liable for damages due to injury of life, limb, and health, and for damages from the violation of an important contractual obligation (an obligation that enables fulfilment of regular execution of the contract and which may normally be trusted to be maintained as such by the contractual partner). In the latter case, the liability of the Seller shall be limited to replacement of foreseeable, typically occurring damages.
Claims on behalf of the Buyer according to the product liability act shall remain unaffected by this provision. Provided the Seller has deceitfully concealed a defect or has accepted a guarantee of properties, he shall be liable for this without limits.
10. Minimum order value
The minimum order value shall be 150 €.
11. Applicable law
For these terms and conditions and for the business relationship between the Seller and the Buyer, the authoritative laws of the Federal Republic of Germany for legal relationships between domestic parties shall apply exclusively.
12. Place of fulfilment, place of jurisdiction
The place of fulfilment for all obligations resulting from the contractual relationship shall be the Seller's headquarters in Laatzen, Germany. The exclusive (and international) place of jurisdiction for all disputes resulting directly or indirectly from the contractual relationship shall be Hanover, Germany. The same place of jurisdiction shall apply if the Buyer does not possess a general place of jurisdiction within Germany, relocates his residence or conventional domicile outside of Germany, or if his residence or conventional domicile is unknown at the time the lawsuit is made.
If the provisions of these general terms and conditions and/or this contract are invalid or become invalid, then this shall not affect the effectiveness of the remaining provisions.
July 2015 Version