General Terms and Conditions
General Terms and Conditions of Delivery
of REISS Büromöbel GmbH, Südring 6, D-04924 Bad Liebenwerda
for business transactions within the meaning of Section 310 para. 1 sentence 1
of the German Civil Code (Bürgerliches Gesetzbuch – BGB)
Section 1 General Information / Scope / Form
1. Our offers, deliveries and services are based on these General Terms and Conditions of Delivery (GTC). These GTC apply to all our offers, deliveries and services – including our future offers, deliveries and services – and also apply to consulting and other additional services. They also apply to the assumption of independent secondary obligations. These GTC especially apply to all contracts – including future contracts – for the sale and/or delivery of movable goods (“goods”), regardless of whether we manufacture the goods ourselves or purchase these from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, our GTC, in the version valid at the time of the order of the buyer or purchaser (hereinafter uniformly referred to as customer) or, in any case, in the version last communicated to him in text form, shall apply as a framework agreement for similar future contracts as well, without us having to refer to the GTC again in each individual case.
2. Our GTC shall apply exclusively. Any terms and conditions of the customer which are contrary to or deviate from our GTC shall become part of the contract only if and to the extent that we have expressly agreed to their validity. Our GTC shall also apply even if we execute the customer’s order without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our GTC.
3. Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall take precedence over these GTC in each case. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
4. Unless the written form is specified, our declarations require the text form (Sections 126b, 127 BGB) or the electronic form within the meaning of 126a, 127 BGB. Transmission of our declaration by fax, EDI (electronic data interchange) or e-mail always suffices to comply with the text form requirement.
5. Our GTC shall apply only to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 para. 1 sentence 1 BGB.
6. Legally relevant declarations and notifications of the customer in relation to the contract (e.g., setting a deadline, notice of defects, withdrawal or reduction) require the written or text form. Statutory formal requirements and further proof, in particular, in the event of doubts concerning the legitimation of the person making the declaration, remain unaffected.
7. References to the validity of statutory provisions are solely for the purpose of clarification. The statutory provisions shall therefore apply even without such clarification, provided these provisions are not actually amended or expressly excluded in these GTC.
Section 2 Offer / Scope of services
1. Our offers are subject to confirmation and are non-binding, unless they are expressly characterised as binding or expressly contain binding commitments or are otherwise agreed to be binding. They are invitations to order.
2. Item 1 shall also apply if we have provided the customer with catalogues, technical documentation (e.g., drawings, plans, computations, calculations, references to DIN standards), other product descriptions or documents – also in electronic form.
3. If the customer’s order is to be qualified as an offer to enter into a contract in accordance with Section 145 BGB, the customer is bound to his order as an offer to enter into a contract for 5 working days (working days at our place of business) after we receive the order, unless the customer must routinely expect to receive our acceptance at a later date (Section 147 BGB). This also applies for repeat orders by the customer.
4. Offers or orders of the customer in accordance with Item 3 will be deemed accepted by us only if such acceptance is made by express declaration. Silence with regard to such an offer or order does not constitute acceptance. A contract is brought about – even in the course of day-to-day business – only when we accept the customer’s order by confirmation of the order in writing or by fax or in text form (Sections 126b, 127 BGB) or in electronic form within the meaning of Sections 126a, 127 BGB or by EDI (electronic data interchange) or e-mail. In the event of delivery or service within the period during which the customer is bound by his offer, our confirmation of the order can be replaced by our service. For
sale by delivery to a place other than the place of performance, dispatch of the delivery is decisive.
5. Execution of the order by us is based on the scope of services stated in our declaration of acceptance.
6. Guarantees and warranties shall be valid only if these are expressly granted by us in writing.
Section 3 Industrial property rights / Protection against imitation under the Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb – UWG)
1. We reserve the right of ownership and intellectual property rights to any catalogues, technical documentation (e.g., drawings, plans, computations, calculations, references to DIN standards), other product descriptions or documents – also in electronic form – handed over by us to the customer.
2. Intellectual property rights especially include patent and utility model rights, copyrights, registered design rights and trademark rights.
3. If we work according to the customer’s templates, in particular, according to drawings, photos or other information, the customer is obliged to provide information on each template when transmitting it to us, specifying whether it is the customer’s own creation or whether it is subject to in-house or third-party intellectual property rights or whether it is an imitation of third-party services. If third-party intellectual property rights exist, the customer is obliged to provide proof of his right to use. Similarly, if it concerns the imitation of third-party services and if the imitated product has competitive characteristics, the customer is obliged to prove his right to use. If the customer acts contrary to the above obligations, he shall indemnify us against all possible claims of third parties, namely, the holder of rights, the affected competitors and the sole authorised distributors. If the customer does not prove to us his right to use in the cases specified in sentences 1 to 3, we are entitled to refuse to work with the relevant templates. If there is a violation of third-party intellectual property rights or if there is a violation of protection against imitation pursuant to Section 4 no. 9 UWG, we are entitled to refuse to work with the relevant templates.
Section 4 Prices / Terms of payment
1. Unless otherwise stated in our confirmation of the order, our prices apply “ex works”. In the event of sale by delivery to a place other than the place of performance – subject to deviating individual regulations – shipping costs and costs for transport insurance requested by the customer will be invoiced separately to the customer. The choice of the mode of dispatch is made at our best discretion. Any customs duties, fees, taxes and other public charges shall be borne by the customer.
2. Our prices are quoted in Euro. The statutory value-added tax is not included in our prices. It is shown separately in the invoice at the statutory rate on the day of invoicing.
3. We are at all times entitled to deliver in whole or in part only against advance payment, even within the scope of an ongoing business relationship. We will declare a corresponding reservation upon confirmation of the order at the latest.
4. If, after conclusion of the contract, it becomes apparent (e.g., through an application for the institution of insolvency proceedings) that our claim to the purchase price is endangered by the buyer’s lack of ability to pay, we are entitled to refuse performance in accordance with the statutory provisions and – if necessary, after setting a deadline – withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we can declare withdrawal immediately. The statutory provisions on the dispensability of setting a deadline remain unaffected.
5. Deduction of a discount requires a special written agreement. Unless otherwise expressly agreed in writing, the price is due for payment immediately after receipt of the invoice, free of costs, in cash, and without deduction.
6. Payment deadlines shall be deemed met if we have the amount at our disposal within the deadline.
7. We are entitled to offset incoming payments against other outstanding claims at our discretion.
8. If the requirements of Section 353 of the German Commercial Code (Handelsgesetzbuch – HGB) are met, we are entitled – without prejudice to the higher interest claim pursuant to Sections 288 or 291 BGB – to demand interest of eight percent per year from the due date.
9. The customer shall be entitled to rights of set-off only if his counterclaims have been recognised by declaratory judgement, are undisputed or have been recognised by us. Opposing rights under the law governing sale of goods remain unaffected in the case of defects in delivery. The customer is entitled to exercise a right of retention only if his counterclaim is based on the same contractual relationship. We are entitled to avert the exercise of a right of retention by providing security – including a bank guarantee. Section 215 BGB remains unaffected by the above provisions.
10. Notwithstanding Section 195 BGB, our payment claims shall become time-barred after five years. Section 199 BGB shall apply with regard to the commencement of the limitation period.
Section 5 Delivery / Delivery time / Obligation to accept delivery
1. Delivery is subject to correct, complete and punctual delivery to us by our suppliers, unless we are responsible for the non-delivery or delay. In accordance with sentence 1, we therefore do not assume any procurement risk, but will inform the customer immediately about the unavailability of goods and, in the event of withdrawal, will refund any consideration without delay.
1 a). The provisions under item 1 apply accordingly to our supply of electricity and gas to our production sites.
2. Binding delivery dates must be agreed expressly and in writing. In the case of non-binding delivery dates and deadlines (formulations such as approx., about, probably), we shall endeavour to comply with these dates to the best of our ability. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the buyer of this immediately and inform him simultaneously of the expected new delivery deadline. If the service is not available even within the new delivery deadline, we shall be entitled to withdraw from the contract in whole or in part. Any consideration already provided by the buyer will be refunded without delay.
3. The delivery time stated by us will commence only after all technical questions have been clarified. The stated delivery times will not commence until we declare that we have accepted the contract.
4. The customer’s timely and proper fulfilment of his obligations is a prerequisite for the fulfilment of our delivery obligation. We reserve the right to plead non-performance of the contract.
5. If we are in default of delivery, the customer must first set us a reasonable grace period for performance. As a rule, a grace period of at least 14 working days is agreed as reasonable. After expiry of the reasonable grace period, we shall be liable only in accordance with Items 6 and 7.
6. We are liable for delay in performance in cases of wilful intent or gross negligence in accordance with the statutory provisions. Any fault on the part of our representatives or vicarious agents will be attributed to us. In the event of ordinary negligence, our liability is excluded – even after the expiry of any deadline set for us. If the delay in performance is due to gross negligence, we shall be liable in the event of default of delivery for each completed week of delay within the scope of a lump-sum compensation for delay in the amount of 1% of the delivery value. However, the maximum amount demanded by the customer cannot exceed 5 % of the delivery value. Further statutory claims and rights of the customer remain unaffected. We reserve the right to prove that the customer did not suffer any damage at all or only suffered damage that was considerably lower than the above lump sum.
7. Limitation of liability according to Item 6 does not apply:
(a) if the contract of sale on which it is based concerns a sale to be performed on a fixed date;
(b) if, as a consequence of default of delivery for which we are responsible, the customer is entitled to claim that his interest in the further fulfilment of the contract has ceased;
(c) if the default of delivery for which we are responsible is due to the culpable breach of an essential contractual obligation.
(d) In cases a) to c), however, the liability for damages is limited to the foreseeable, typically occurring damage.
8. We are entitled to make partial deliveries, if it is reasonable for the customer. We reserve the right to have the delivery or service owed by us fulfilled by third parties.
9. The customer is obliged to accept our service within 14 days of receipt of our notification of readiness. We (or the forwarding agent commissioned by us) will send the notification of readiness to the customer in written or text form. Notification of readiness in the above-mentioned sense particularly refers to a delivery date notification. Bindingly agreed delivery dates are not affected by the above sentences.
10. We have a claim for performance against the customer for acceptance of the goods. The customer assumes the obligation to accept the goods as the primary contractual obligation in accordance with Section 433 para. 2 BGB or in accordance with Section 650 sentence 1 and Section 433 para. 2 BGB . If the customer is in default of acceptance, our concurrent claims on account of default of acceptance shall remain unaffected.
11. If there is a delay in the agreed acceptance of the delivery item, or if there is a delay in dispatch in the event that it is agreed that the debt should be discharged by dispatch, and the customer is responsible for the delay, we are entitled to withdraw from the contract after a 14-day grace period set in written or text form expires fruitlessly. The date of receipt of the declaration by the customer is decisive in determining the start of the period.
12. We are entitled to make improvements and minor changes to the goods, provided these are reasonable for the customer.
13. We are furthermore entitled to deliver products with the customary deviations in quality, dimensions, weight, colour and fittings. Such goods shall be deemed to comply with the contract. Sentences 1 and 2 shall not apply if we have expressly guaranteed quality, dimensions, weight, colour and fittings.
14. Mandatory statutory rights of the customer and our statutory rights, in particular, in the event of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of the performance and/or supplementary performance), shall remain unaffected by this paragraph.
Section 6 Transfer of risk / Packaging / Assembly
1. If we have assumed responsibility for the installation or assembly of the purchased item, the place of performance shall be the place of installation or assembly. For deliveries with installation or assembly, the risk shall pass to the customer at the time of taking delivery at the agreed place of installation or assembly.
2. If installation or assembly is not owed, delivery is agreed “ex works”, which is also the place of performance for the delivery and any supplementary performance. At the request and expense of the buyer, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). We shall cover the delivery by transport insurance at the request of the customer. The costs incurred in this respect shall be borne by the customer. Unless otherwise agreed, we are entitled to determine the type of shipment ourselves (in particular, the transport company, dispatch route, packaging).
3. The risk of accidental destruction and accidental deterioration of the goods is transferred to the buyer, at the latest upon delivery. However, in the case of sale by delivery to a place other than the place of performance – unless it has been agreed in the individual case that the debt is to be discharged at the buyer’s place of business – the risk of accidental destruction and accidental deterioration of the goods, as well as the risk of delay, shall pass upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. Delivery or acceptance is also deemedeffective if the buyer is in default of acceptance.
4. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back, but will rather become the property of the customer. The customer is obliged to ensure proper disposal of the packaging at his own expense. The above provision does not apply to pallets (Euro pallets and lattice box pallets). These are loaned by us to the customer, unless pallet exchange takes place upon delivery.
5. If we have assumed responsibility for the installation or assembly of the purchased item, the performance period and delivery period stated by us shall commence only after all technical questions have been clarified. Compliance with our performance and delivery obligations is subject to the timely receipt of all documents, necessary permits and approvals to be provided by the customer, in particular, receipt of plans, as well as compliance with the agreed terms of payment and other obligations by the customer. The deadlines will be extended appropriately if these requirements are not met in time. This will not apply if we are responsible for the delay.
Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:
a) The customer must undertake and provide, in good time and at his own expense, all construction work and other ancillary work outside the scope of our industry, including the necessary skilled and unskilled workers, building materials and tools. The same applies to electricity, lighting and an external lift, if required.
b) The customer shall provide protective clothing and protective devices, which are necessary due to special circumstances at the installation site, at his own expense.
c) The customer must provide the necessary information on the location of concealed power, gas and water lines or similar installations, as well as the necessary static data – in particular, on the condition of the walls – in good time and not later than the date stipulated in the contract.
d) The customer must procure the necessary parking permits at his own expense and carry out the necessary signage in good time.
e) Before the start of installation or assembly, the provisions and equipment necessary for the work to start must be available on the site of installation or assembly and any preparatory work must have advanced to such a degree that installation or assembly can be started as agreed and carried out without interruption. Access roads and the site of installation or assembly must be levelled out and kept clear.
f) The customer shall certify the duration of the working hours of the assembly personnel, as well as the completion of the installation, assembly or commissioning to us daily without delay.
g) If we demand acceptance of the service after completion, the customer shall carry it out immediately. If this does not happen, acceptance shall be deemed effective Acceptance shall also be deemed effective when the delivery has been put into use – after completion of an agreed test phase, if applicable.
Section 7 Liability for defects
1. To assert claims based on defects in the case of purchase or delivery of movable goods to be manufactured or produced, the customer is required to have complied with the statutory obligations to inspect and give notice of defects (Sections 377, 381 HGB).
2. The agreement reached on the quality of the goods shall primarily form the basis of our liability for defects. All product descriptions which are the subject of the individual contract or which have been made public by us (in particular, in catalogues or on our Internet homepage) shall be regarded as an agreement on the quality of the goods. In the absence of any agreement on the quality, the existence or non-existence of a defect shall be assessed according to statutory provisions (Section 434 para. 1 sentence 2 and 3 BGB).
3. The customer’s rights in the event of material defects and defects of title (including incorrect delivery and short delivery, as well as improper assembly or faulty assembly instructions) shall be governed by the statutory provisions, unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed goods to a consumer, even if the consumer has further processed these goods (recourse against the supplier pursuant to Section 478 BGB). Claims arising from recourse against the supplier are excluded if the defective goods have been further processed by the buyer or another entrepreneur, e.g., by installation in another product.
4. The customer shall give us the time and opportunity required for the supplementary performance owed by us, in particular, to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with the statutory provisions. Supplementary performance does not include either the removal of the defective item or its reinstallation if we were not originally obliged to install it.
5. If the delivered item is defective at the time of the transfer of risk, we can first choose whether we will provide supplementary performance by rectification of the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse supplementary performance under the statutory conditions remains unaffected. We are entitled to make the supplementary performance owed by us dependent on the customer paying the due remuneration (e.g., the purchase price). However, the customer is entitled to retain a part of the remuneration which is reasonable in relation to the defect.
6. A prerequisite for our liability for defects is always that the defect is not insignificant. We are not liable for an insignificant defect. The restriction given in sentence 1 does not apply if the defect is based on malice or wilful intent.
7. If a defect actually exists, we shall bear or reimburse the expenses necessary for the purpose of inspection and supplementary performance, in particular, for costs of transport, travel, labour and materials and, if applicable, costs of removal and installation, in accordance with the statutory provisions. Otherwise, we are entitled to demand that the buyer reimburse the costs incurred as a result of the unjustified request for rectification of defects (in particular, costs for inspection and transport), unless the lack of defects was not apparent to the buyer. We shall not bear costs within the meaning of sentence 1 if these are incurred or increased by the fact that the purchased item was taken to a place other than the place of performance. In the event of supplementary performance, we shall bear the necessary expenses only up to the amount of the purchase price.
8. If the supplementary performance has failed or a reasonable period of time to be set by the customer for the supplementary performance has expired without success or is dispensable according to the statutory provisions, the customer may withdraw from the contract of sale or reduce the remuneration. However, there is no right of withdrawal in the event of an insignificant defect.
9. If the supplementary performance fails, the customer is entitled – without prejudice to any claims for damages in accordance with the following provisions – to demand withdrawal or reduction at his discretion.
10. We are liable
a) in accordance with the statutory provisions, if the customer asserts claims for damages that are based on wilful intent (in particular, malicious concealment of a defect) or gross negligence, including wilful intent or gross negligence on the part of our representatives or vicarious agents If we are accused of a grossly negligent (i.e., not intentional) breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
b) in accordance with the statutory provisions, if we culpably violate an essential contractual obligation. In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage. If the customer is otherwise entitled to compensation for damage instead of performance, our liability is limited to compensation for foreseeable, typically occurring damages.
c) without restriction in accordance with the statutory provisions in the event of culpable injury to life, limb or health.
d) without restriction in accordance with the statutory provisions in the event of mandatory liability under the Product Liability Act or in other cases of strict liability.
e) without restriction in accordance with the statutory provisions in the case of provision of guarantees and warranties. Our unrestricted liability in the case of provision of guarantees and warranties presupposes that a defect covered by the guarantee or warranty triggers our liability.
11. Unless otherwise specified above, our liability is excluded.
12. The limitation period for claims on account of defects, in particular, material defects or defects of title, is twelve months (notwithstanding Section 438 para. 1 no. 3 BGB or Section 634a para. 1 no. 1 BGB), calculated from the date of transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. If the customer refuses to take delivery or accept the goods, the limitation period shall be calculated from the date of receipt of our notification of readiness to hand over the goods to the customer. However, the regulation regarding limitation of actions specified in the preceding sentences shall not apply if the law prescribes longer periods in special regulations on the statute of limitations (in particular, pursuant to
Sections 438 para. 1 no. 1, 438 para. 1 no. 2, 438 para. 3, 478, 445b, 634a para. 1 no. 2, 634a para. 1 no. 3 BGB), as well as in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by us, in the case of malicious concealment of a defect and in the case of the provision of guarantees and warranties. The statutory provisions on suspension of the statute of limitations, impediment and restart of the periods remain unaffected.
13. Assignment of the customer’s claims or rights on account of defects of the goods requires our consent to be effective – except within the scope of application of Section 354a HGB.
14. The customer’s rights of recourse against us regulated in Section 478 BGB remain unaffected by the regulations in Items 2 to 13.
If Section 478 BGB is not relevant and if the customer seeks recourse under Section 445a BGB, we are obliged to reimburse the customer for expenses in accordance with the statutory provisions in cases where we are liable according to Item 10. In the absence of a case pursuant to Section 478 BGB or if there are no cases in which we are liable in accordance with Item 10, the customer’s claims for reimbursement of expenses pursuant to Section 445a BGB are excluded.
Section 8 Total liability
1. Any further liability for damages other than those provided for in Section 7 is excluded, regardless of the legal nature of the asserted claim. This applies, in particular, to claims for damages arising from culpa in contrahendo, on account of other breaches of duty or claims in tort for compensation for material damage pursuant to Section 823 BGB. Section 7 Items 10 and 11 shall apply correspondingly to claims within the meaning of sentences 1 and 2.
2. As far as our liability for damages is excluded or limited according to Item 1, this shall also apply with regard to the personal liability for damage to our executive bodies, employees, workers, staff, representatives, vicarious agents and subcontractors.
3. If the customer is entitled to claims for damages under this paragraph, these claims shall become time-barred upon expiry of the limitation period applicable to liability for defects pursuant to Section 7 Item 12. However, in the case of claims for damages under the Product Liability Act, the statutory provisions on the limitation of actions shall apply.
4. In accordance with the provisions on damages under Section 7 and in the above paragraphs, claims asserted by the customer for reimbursement of expenses are excluded in the event of slight negligence. Section 7 Item 14 is not affected by this regulation.
5. A reversal of the burden of proof is not associated with the above provisions.
6. Assignment of the customer’s claims for damages or reimbursement of expenses within the meaning of Item 1 requires our consent to be effective – except within the scope of application of Section 354a HGB.
Section 9 Safeguarding retention of title
1. We reserve title to the delivered goods until all our present and future claims arising from the contract and from the business relationship with the customer (secured claims) have been paid in full.
2. If the customer acts in breach of the contract, in particular, if he fails to pay the purchase price due or the fee due for delivery of goods, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The demand for return does not simultaneously include a declaration of withdrawal. Rather, we are entitled to demand only the return of the goods and reserve the right to withdraw from the contract. If the customer does not pay the due purchase price or our fee for the delivery of goods, we are permitted to assert these rights only if we have previously set the customer a reasonable deadline for payment without success or if setting this deadline is dispensable according to the statutory provisions.
3. The goods subject to retention of title should not be pledged to third parties or assigned by way of security before full payment of the secured claims. The customer must notify us immediately in writing if an application is filed for the institution of insolvency proceedings or in the event of third-party attachment of the goods belonging to us (e.g., seizures).
4. The customer is authorised to resell and/or process the goods that are subject to retention of title in the ordinary course of business, until this right is revoked in accordance with letter (c) below. In this case, the following provisions shall apply in addition.
(a) Retention of title extends to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we are considered the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, the right of ownership of these third parties remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In other respects, the provisions applicable to the goods delivered under reservation of title also apply to the resulting product.
(b) The customer hereby assigns to us, by way of security, all claims against third parties arising from the resale or further disposal of the goods or the product, collectively or in the amount of our possible co-ownership share in accordance with letter (a) above. We hereby accept the assignment. The customer’s obligations mentioned in Item 3 shall also apply in respect of the assigned claims.
(c) In addition to us, the customer remains authorised to collect the claim. We undertake not to collect the claim as long as the customer fulfils his payment obligations to us, there is no lack in his ability to pay, and we do not assert retention of title by exercising a right in accordance with Item 2. However, if this is the case, we can demand that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection, submit the relevant documents to us and inform the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the customer’s authority to further sell and process the goods that are subject to retention of title.
5. If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the customer’s request.
6. After withdrawal, we shall be entitled to sell the goods. The proceeds of this sale shall be set off against the customer’s liabilities, after deducting reasonable costs of sale.
7. If the third party is not in a position to reimburse us for court fees and extra-judicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (Zivilprozessordnung – ZPO), the customer shall be liable for the loss incurred by us.
Section 10 Place of jurisdiction, Applicable law, Language of the contract
1. If the customer is a merchant within the meaning of Section 38 ZPO, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction within the country, or relocates his place of residence or usual abode outside the territory of the Federal Republic of Germany after conclusion of this contract, or if his place of residence or usual abode is unknown at the time the action is brought, our registered office shall be the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from or in connection with the contractual relationship. We are also entitled to take legal action against the customer at another court which is competent according to the statutory provisions. Overriding statutory provisions, in particular, those concerning exclusive jurisdiction, shall remain unaffected.
2. The law of the Federal Republic of Germany applies exclusively to these GTC and all legal relationships between us and the customer (in particular, those arising from and in connection with individual deliveries) to the exclusion of international uniform law, in particular, the UN Convention on Contracts for the International Sale of Goods. The validity of international uniform law, in particular, the UN Convention on Contracts for the International Sale of Goods (CISG or UNCITRAL Convention) is excluded.
3. The language of the contract is German for these GTC and all legal relationships between us and the customer (in particular, those arising from and in connection with individual deliveries). If any duplicates, etc., of these GTC or other correspondence have been prepared in other languages, these are merely translations which do not have the status of a contract. All correspondence must be conducted in German. Communications in other languages are inconsequential.
Section 11 Partial invalidity
These contractual terms and conditions shall remain in full force and effect even in the event of the legal invalidity of individual parts. This shall not apply if adherence to the contract would constitute unreasonable hardship for one of the parties.
REISS Büromöbel GmbH Südring 6
04924 Bad Liebenwerda
Phone: 035341 – 48 360
Fax: 035341 – 48 368