General Terms and Conditions Sirocco GmbH - Müschenfeld 15 - D-47533 Kleve
For used goods, the limitation period is one year from delivery of the goods. This does not apply if the customer has not reported the defect to us in a timely manner (see clause 4 of this provision). 8. If the buyer is an entrepreneur, only the manufacturer’s product description is gene- rally considered as the agreed condition of the goods. Public statements, recommenda- tions, or advertising by the manufacturer do not constitute a contractual representation of the goods’ condition. 9. If the customer receives a defective assembly manual, we are only obliged to provide a defect-free assembly manual, and only if the defect in the manual prevents proper assembly. 10. The customer does not receive any legal guarantees from us. Manufacturer warran- ties remain unaffected. § 7 Limitation of Liability In the case of slightly negligent breaches of duty, our liability is limited to the foreseeable, contract-typical, direct average damage according to the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. With respect to entrepreneurs, we are not liable for negligent breaches of immaterial contractual obligations. The above limitations of liability do not affect the customer’s claims under product liability. Furthermore, the limitations of liability do not apply to bodily injury or health damage attributable to us, or in the event of the customer’s death. The customer’s claims for damages due to a defect expire one year after delivery of the goods. This does not apply if we are guilty of fraud. § 8 Payments The customer is obliged to pay the purchase price within 10 days of recei- ving the goods. After this period, the customer is in default of payment. Discounts are only deductible by separate agreement. A discount deduction is excluded if older items remain unpaid or are not covered by a bill of exchange. In case of exceeding the payment period, we may charge default interest even without formal reminder. The customer has the right to offset only if their counterclaims have been legally established or recognized by us. The customer may exercise a right of retention only if their counterclaim is based on the same contractual relationship. If circumstances endange- ring the customer’s creditworthiness become known to us, any deferral for all claims from pending transactions becomes immediately void. We may In contracts with consumers, we retain ownership of the goods until full payment of the purchase price. In contracts with entrepreneurs, we retain ownership of the goods until full settlement of all claims arising from an ongoing business relationship. The customer must handle the goods with care and maintain them properly. The customer is obliged to inform us immediately of any third-party access to the goods, such as in the case of seizure, as well as any damage to or destruction of the goods. Any change of possession of the goods or change of residence must be reported to us immediately. We are entitled to withdraw from the contract and demand the return of the goods in the event of the customer’s contractual breach, particularly in cases of default of payment, non-payment of due bills or checks, over-in- debtedness, suspension of payments, or violation of a duty under clause 2 of this provision. Entrepreneurs are entitled to resell the goods in the ordinary course of busi- ness. They hereby assign to us all claims arising from the resale against a third party up to the amount of the invoice value. We accept this assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves if the entrepreneur fails to meet their payment obligations properly and falls into default. withhold our services. § 9 Retention of Title The processing and handling of the goods by the entrepreneur are always carried out in our name and on our behalf. If processing involves items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods delivered by us relative to the other processed items. The same applies if the goods are mixed with other items not belonging to us. § 10 Return of Supplied Goods Material that we exceptionally accept back due to a special agreement will be reimbursed at the invoice price, with freight costs, packaging, and 10% of the price as administrative costs deducted, but at least EUR 50. § 11 Right of Withdrawal for Distance Contracts The consumer has the right to withdraw their declaration of intent to con- clude the contract within two weeks of receiving the goods. The withdrawal does not need to include a reason and must be communicated to the seller in text form or by returning the goods; timely dispatch is sufficient to meet the deadline. When exercising the right of withdrawal, the consumer is obliged to return the goods if they can be sent by parcel. For an order value up to EUR 40, the consumer bears the cost of return shipment, unless the delivered goods do not correspond to the ordered goods. For an order value over EUR 40, the consumer does not bear the cost of return shipment. The consumer must compensate for any deterioration of the goods caused by proper use. The consumer is allowed to inspect the goods carefully and cautiously. Any loss of value resulting from use beyond mere inspection, which makes it impossible to sell the goods as “new,” must be borne by the consumer. The right of withdrawal does not apply to goods that are manufactured according to customer specifications. § 12 Final Provisions The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes ari- sing from this contract shall be Kleve. The same applies if the customer has no general place of jurisdiction in Germany or if their residence or habitual abode is unknown at the time the action is filed. Should individual provisions of the contract with the customer, including these General Terms and Conditions, be wholly or partially invalid or become invalid, the validity of the remaining provisions shall not be affected. The
§ 1 General – Scope All business relationships with our customers are subject to the following terms and conditions. The terms and conditions apply to all current and future business relationships. Consumers within the meaning of these terms and conditions are natural persons with whom a business relationship is established, provided that they cannot be attributed a commercial or self-employed professional activity. Entrepreneurs within the meaning of these terms and conditions are natural or legal persons or legally capable partnerships with whom a business relationship is established, acting in the exercise of a commercial or self-em- ployed professional activity. Customers within the meaning of these terms and conditions are both consumers and entrepreneurs. Divergent, conflicting, or supplementary general terms and conditions do not become part of the contract, even if known, unless their validity is expressly agreed to in writing. § 2 Offer and Conclusion of Contract Contractual offers are binding on us only if we submit them in writing and clearly designate them as such. Our offers are non-binding. Technical chan- ges as well as changes in shape, color, and/or weight are reserved within reasonable limits. Contracts are concluded only after written order confirmation, but at the latest by tacit execution based on an order. The conclusion of the contract is subject to the necessary import and export licenses as well as other required official approvals. It is subject to the condition of correct and timely self-delivery by our suppliers. This applies only if the non-delivery is not at- tributable to us, particularly in the case of concluding a congruent covering transaction with our supplier. The customer will be informed immediately about the unavailability of the service. The consideration will be refunded immediately. Cases of force majeure, disruptions or restrictions in our ope- rations or in the operations of our suppliers, insufficient supply of electricity, raw materials, and fuel, as well as insufficient shipping possibilities in our operations or in the operations of our suppliers, release us from delivery for the duration of these events without liability for damages. By ordering a product, the customer declares bindingly that they wish to purchase the ordered product. We are entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance can be com- municated either in writing or by delivery of the goods to the customer. § 3 Prices Prices do not include incidental costs such as value-added tax, freight, packaging, postage, insurance, etc. In the case of shipment to a consumer, the purchase price is understood to be plus a shipping flat rate of EUR 10. The latest price list or the price stated in the offer applies; we reserve the right to adjust the price in the event of increases in material and labor costs, provided they do not occur within four months after the conclusion of the contract. For small orders under EUR 75 net goods value, we generally charge a small quantity surcharge of EUR 15. For delivery by our vehicle, we charge a delivery flat rate of EUR 5 per trip. § 4 Delivery and Execution Deadlines The stated delivery and production deadlines are non-binding. § 5 Loading, Shipping, Insurance, and Transfer of Risk Shipping, loading, and packaging are carried out at our best discretion, unless the customer provides specific instructions. The risk of accidental loss and accidental deterioration of the goods passes to both the entrepreneur and the consumer upon handover, and in the case of a shipment purchase, upon delivery of the goods to the carrier, freight forwarder, or other person or institution designated for carrying out the shipment. Handover is considered equivalent if the customer is in default of acceptance. Claims for compensation for our possible actions related to shipping, loading, or insurance can only be asserted in cases of gross negli- gence or intent by our legal representatives or senior employees. Insurance is only arranged at the request and expense of the customer. § 6 Warranty The assurance of characteristics requires explicit written agreement in the individual contract. If the buyer is an entrepreneur, we initially provide warranty for defects in the goods at our discretion either by remedying the defect or by replacement delivery. If the buyer is a consumer, they initially have the choice of whether the supplementary performance is to be made by remedying the defect or by replacement delivery. However, we are entitled to refuse the type of sup- plementary performance chosen if it is only possible with disproportionate costs and the other type of supplementary performance can be carried out without significant disadvantages for the consumer. If supplementary performance fails, the customer may generally demand, at their choice, a reduction of the remuneration (reduction) or rescission of the contract (withdrawal). In the case of only minor contractual breaches, particularly minor defects, the customer does not have the right to withdraw. Entrepreneurs must notify us in writing of obvious defects, as well as incor- rect delivery and incompleteness, within 10 days of receipt of the goods; otherwise, the assertion of warranty claims is excluded. Hidden defects must be reported within 10 days of their discovery. Timely dispatch is sufficient to meet the deadline. The entrepreneur bears the full burden of proof for all claim requirements, in particular for the defect itself, the time of discovery of the defect, and the timeliness of the complaint. Consumers must notify us in writing of obvious defects within two months from the time the non-con- forming condition of the goods was discovered. The relevant factor for meeting the deadline is the receipt of the notification by us. If the consumer fails to provide this notification, the warranty rights expire two months after the discovery of the defect. This does not apply in cases of seller fraud. The burden of proof for the time of defect discovery lies with the consumer. If the consumer was induced to purchase the goods by incorrect statements from the manufacturer, the burden of proof for their purchase decision lies with them. For used goods, the consumer bears the burden of proof for the defectiveness of the item. If the customer chooses to withdraw from the contract due to a legal or material defect after failed supplementary performance, they are not entitled to claim damages for the defect. If the customer chooses to claim damages after failed supplementary performance, the goods remain with the custo-
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