General Terms and Conditions
1. General, scope of application
The terms and conditions of Dedecke Handelsges. mbH, Weidenweg 1, D-53639 Königswinter, district court Königswinter HRB 6836 (hereinafter referred to as Dedecke or us), apply exclusively. Dedecke does not recognize any terms and conditions of the customer that conflict with or deviate from the terms and conditions of business, unless Dedecke has expressly agreed to their validity in writing. The terms and conditions of Dedecke shall also apply if Dedecke carries out the delivery to the customer without reservation in the knowledge of terms and conditions of the customer that are contrary to or deviate from the terms and conditions of sale. Our terms and conditions apply only to companies in the sense of § 310 I BGB (German Civil Code).
2. Offer, conclusion of contract
An order is deemed to have been accepted when it has been confirmed by Dedecke by means of an order confirmation which is at least in text form in accordance with § 126 b) BGB. The written order confirmation by Dedecke is decisive for the scope of delivery. Agreed blanket orders are binding orders if they are based on an order confirmation by Dedecke. Orders are to be accepted by the agreed final date. In case of non-compliance, a lump-sum compensation amounting to 10% of the net sales price of the goods will be charged, unless the customer proves that Dedecke has suffered a lesser damage. The information, drawings, illustrations and performance descriptions contained in catalogs, price lists or the documents belonging to the offer are approximate values customary in the industry. 3.
3. Documents handed over
We reserve the property rights and copyrights to all documents provided to the purchaser in connection with the placing of the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties. These documents may not be made accessible to third parties unless we give our express written consent to do so. If we do not accept the orderer's offer, these documents must be returned to us at our express request.
4. Prices, terms of payment
Unless otherwise stated in the order confirmation, Dedecke's prices are "ex works", excluding freight, postage and transport insurance. The statutory value added tax is not included in the prices. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due immediately and payable within 8 days of the invoice date at the latest. If the customer is in default of payment, Dedecke will charge interest on arrears at a rate of 10 percentage points above the prime rate per annum. The customer agrees that Dedecke will issue and transmit invoices only in an electronic format. Dedecke is entitled to deliver only against advance payment. The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by Dedecke. The customer also has no right of retention due to disputed counterclaims. In the event of an increase in one or more cost factors (e.g. extraordinary price increases on the part of manufacturers, transport companies, etc.), we are entitled to adjust the order price (also for already confirmed orders) accordingly, taking into account the applicable statutory provisions.
5. Delivery time
Delivery dates or deadlines are only binding if they are promised or confirmed in writing by Dedecke and unhindered production is possible at the respective manufacturers. Compliance with the delivery obligation further presupposes the timely and proper fulfillment of the customer's obligation. The objection of non-fulfillment of these obligations remains reserved. The delivery deadline shall be deemed to have been met if the goods have left the factory or notification of readiness for dispatch has been given by the time the deadline expires. The delivery period will be extended appropriately in the event of labor disputes (in particular strikes and lockouts) as well as in the event of unforeseen circumstances (e.g. war, threat of war, civil unrest, fire or other destructive events, etc.) for which Dedecke is not responsible. This also applies if the circumstances occur at sub-suppliers. If the customer is in default of acceptance or culpably violates other duties to cooperate, the customer is obliged to compensate Dedecke for the damage incurred in this respect, including any additional expenses. Dedecke reserves the right to claim a lump-sum compensation amounting to 10% of the value of the goods, unless the customer proves that Dedecke has suffered a lesser loss. In the event of non-compliance with the delivery deadline, the customer may only withdraw from the contract if this is due to intentional and grossly negligent conduct and if he has previously put Dedecke in default by means of an effective reminder with a reasonable period of grace. Dedecke is otherwise liable in accordance with the statutory provisions only if the delay in delivery is due to an intentional or grossly negligent breach of contract for which Dedecke is responsible. Any further liability is excluded.
6. Force majeure
Force majeure is understood in the sense of these general terms and conditions: Any circumstance independent of the will of the parties or unforeseeable, due to which the customer's demand for fulfillment of the contract would be unreasonable for us according to reasonable discretion. Force majeure shall in any case be understood as: Labor disputes, excessive shortage of labor (due to illness), transportation problems, insufficient supply of raw materials/components, fires, public measures such as import and export bans, rationing, operational disruptions at suppliers or subcontractors, as well as poor performance on the part of our suppliers or subcontractors, which result in our not being able to fulfill our obligations to the customer (anymore). If, at our discretion, the case of force majeure is of a temporary nature, we shall be entitled to suspend performance of the agreement until the circumstances giving rise to the force majeure no longer exist. If, at our discretion, the case of force majeure is of a permanent nature, the parties may make arrangements for the suspension of the contract and the consequences arising therefrom. We shall in no case be obliged to pay damages in any way. We are entitled to demand payment for contractually agreed services that were provided before the onset of the force majeure.
7. Transfer of risk and shipment
Unless otherwise stated in the order confirmation, delivery "ex works" is agreed. The risk is transferred to the customer at the latest when the goods are dispatched, even if partial deliveries are made or Dedecke has assumed other services, e.g. shipping costs or carriage.
Pallets used in Dedecke's deliveries are to be exchanged immediately. Pallets not exchanged will be charged by reasonable fees.
8. Acceptance, inspection, complaint
The goods are considered accepted if the customer does not complain in writing within seven days after delivery of the goods. If the customer complains about defects, he is obliged to leave the goods unchanged until we have been able to examine the defects. If an inspection of the goods by the manufacturer or us has been agreed, the goods shall be deemed to have been finally accepted if the customer has not exercised his right to inspect the goods within ten days of being informed of this possibility. Unless otherwise agreed in writing, the Buyer shall bear the costs of inspection and certification. Externally visible defects must be claimed immediately. Return shipments will only be accepted if we have given our prior written consent to a return shipment. If no defect can be proven to us, we will charge 15% of the net price as costs. All freight costs incurred by us will be offset against the credit note due.
9. Product and quantity tolerances
We do not assume any liability for color shades deviating in nuances. Such minimal color deviations do not entitle the customer to refuse acceptance of the delivery. In the case of mass-produced articles from our delivery program, we reserve the right to exceed or fall short of the ordered quantity by 10%. For the permissible tolerances, reference is made to the internationally recognized standards applicable to the articles concerned, unless these have been expressly deviated from in writing in the offer and special specifications have been agreed.
The prerequisite for any warranty rights of the Purchaser is the Purchaser's proper fulfillment of all inspection and complaint obligations owed under § 377 of the German Commercial Code (HGB). Warranty claims can be asserted within 12 months after transfer of risk. In the event of defects in the goods, the Purchaser shall be entitled to subsequent performance in the form of rectification of the defect or delivery of a defect-free item. If the supplementary performance fails, the customer is entitled to reduce the purchase price or to withdraw from the contract.
In the event of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions; the same shall apply in the event of culpable breach of essential contractual obligations. As far as there is no intentional breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage. Liability for culpable injury to life, limb or health and liability under the Product Liability Act shall remain unaffected. Unless otherwise expressly stipulated above, our liability is excluded.
12. Retention of title
Dedecke retains ownership of the purchased goods until all payments arising from the business relationship with the customer have been received. The customer is authorized to dispose of the object of sale in the ordinary course of business. The retention of title shall also extend to the products resulting from the processing, mixing or combining of the purchased goods at their full value. In case of breach of contract by the customer, in particular in case of default of payment, Dedecke is entitled to take back the goods and the customer is obliged to surrender the goods. The assertion of the retention of title as well as the seizure of the object of sale by Dedecke are not deemed to be a withdrawal from the contract unless Dedecke has expressly declared this in writing. After taking back the object of sale, Dedecke is entitled to sell it. The proceeds of the sale are to be set off against the customer's liabilities - less reasonable costs of sale. In the event of seizures or other interventions by third parties, the customer must immediately notify Dedecke in writing so that Dedecke can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse Dedecke for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer is liable for the loss incurred by Dedecke.
13. Place of jurisdiction, applicable law and place of performance
If the customer is a merchant, the place of jurisdiction is Dedecke's place of business; however, Dedecke is also entitled to sue the customer at the court of his place of residence. The law of the Federal Republic of Germany applies. This also applies to deliveries to foreign companies or abroad. The UN Convention on Contracts for the International Sale of Goods is expressly not applicable. Unless otherwise stated in the order confirmation, Dedecke's place of business is the place of performance.
Status: April 2022