These terms and conditions, as amended from time to time, are an integral part of all offers and contracts of Kesla Hygiene AG for deliveries and services, both in current and future business relationships.
1 Scope, offer and conclusion of contract
1.1 Orders are executed by Kesla Hygiene AG, hereinafter referred to as the Contractor, exclusively on the basis of the following General Terms and Conditions. Any deviating provisions must be made in writing.
1.2 The Contractor's quotations and cost estimates are binding for the period stated therein. The Contractor is obliged to provide only those deliveries and services which are expressly specified therein.
1.3 Deliveries commissioned result in a purchase contract, additional or extra work agreed upon results in a service contract.
1.4 Contracts with the Contractor shall only be concluded when the Contractor has accepted in writing orders received, has confirmed in writing declarations of acceptance sent to it or has delivered or provided the delivery items or services ordered by the Client. The same applies to additions or amendments to contracts.
2 Prices
2.1 The prices stated in the offer or in the Contractor's current price list shall apply, plus the statutory value added tax. The prices apply exclusively to product and packaging ex warehouse of the Contractor. They do not include freight, postage, insurance and other shipping costs.
2.2 The prices stated in the offer shall apply subject to the proviso that the order data on which the offer was based remain unchanged, but at the longest for the period stated in the offer. In the case of orders with delivery to third parties, the customer shall be deemed to be the principal unless otherwise expressly agreed.
3 Dates and deadlines
3.1 Deadlines shall commence on the date of the written declaration of acceptance, the written confirmation, the delivery of the delivery items ordered by the Client or the provision of the services ordered by the Client.
3.2 Deadlines and dates are only binding if they have been expressly agreed in writing. Force majeure and other extraordinary circumstances shall release the Contractor from the obligation to deliver/service for the duration of their effects or, insofar as they lead to the impossibility of performance, altogether.
4 Delivery
4.1 If the Contractor has undertaken to ship the goods, it shall do so for the Client with due care, but shall only be liable for intent and gross negligence. In the case of clients who are not consumers within the meaning of § 13 BGB (German Civil Code), the risk shall pass to the Client as soon as the consignment has been handed over to the person carrying out the transport.
4.2 Delivery dates are only valid if they are confirmed in writing by the Contractor.
4.3 If the Contractor is in default, he shall be granted a reasonable period of grace. After fruitless expiry of the period of grace, the Client may withdraw from the contract.
4.4 Any additional costs incurred due to additional services during transport, e.g. appointment services, advice by telephone and repeated journeys, shall be invoiced to the Principal as a matter of principle.
4.5 Operational disruptions - both in the Contractor's business and in that of a supplier - do not entitle the Client to terminate the contractual relationship. The principles regarding the discontinuation of the basis of the contract shall remain unaffected.
5 Payment
5.1 The invoice shall be issued on the date of delivery, partial delivery or readiness for delivery (hollow debt, default of acceptance); the same shall apply accordingly to services.
5.2 Unless otherwise agreed, payment of the invoice amount shall be made within a period of 14 days from the invoice date without deduction.
5.3 In the case of certain advance performances and/or special delivery conditions, a pro rata or full advance payment may be required.
5.4 In the event of default in payment, interest shall be payable at the base rate plus 3%. A minimum of 1.50 euros shall be charged for a reminder. This does not exclude the assertion of further damage caused by default.
5.5 Offsetting against claims other than undisputed or legally established claims is not permitted without the consent of the Contractor.
5.6 In the event of repeated delays in payment, the Contractor reserves the right to make payment in advance only or to suspend or refuse performance.
6 Packing
6.1 The Contractor shall take back packaging within the scope of the obligations imposed on it by the Packaging Ordinance. The Client may return packaging to the Contractor's premises during business hours following prior notification in good time.
6.2 The attached identifications may not be removed. Use as a storage container or transfer to third parties is not permitted unless this has been agreed in writing in advance.
The packaging must be externally in a clean condition, free of foreign substances, may only be filled with a residue of the original material and closed with the appropriate closure. In the event of deviations, return may be refused or the additional expenditure shall be invoiced.
6.3 In the case of returnable packaging, the agreed return periods shall apply. If the customer does not comply with the obligation to return the packaging, the Contractor shall be entitled to charge an appropriate fee for the time exceeding the deadline and, after unsuccessfully setting a deadline for the return, to demand the replacement price, taking into account the aforementioned fee.
7 Goodwill return
In the case of clients who are not consumers within the meaning of § 13 BGB (German Civil Code), goods shall only be taken back in the event of demonstrably incorrect delivery. In the case of requests for exchange, return or credit notes, the cause of which is not the responsibility of the contractor, processing shall only take place after written confirmation by the Contractor. The basic prerequisite for this is the condition (intactness and completeness) of the goods and their resalable condition. The expected refund amount results from the resale price to be achieved at the time of receipt, less a cancellation/processing fee of 10% of the invoice amount.
8 Retention of title
8.1 The delivered goods remain the property of the Contractor until full payment has been made.
8.2 The Client is only entitled to resell the goods in the ordinary course of business. The Client hereby assigns its claims from the resale to the Contractor. The Contractor hereby accepts the assignment. In the event of default at the latest, the customer shall be obliged to name the debtor of the assigned claim. If the value of the securities existing for the Contractor exceeds its claim by more than 20% in total, the Contractor is obliged to release securities of the contractor's choice at the request of the customer or a third party affected by the contractor's excess security.
9 Warranty Rights, Inspection and Complaint Duties of the Principal
9.1 For material defects, which also include the absence of warranted characteristics, the contractor shall be liable to merchants and legal persons under public law in accordance with the statutory conditions either for rescission, reduction or compensation if, in addition to the statutory conditions, the following requirements are met:
9.1.1 The customer shall inspect the goods and their packaging immediately upon delivery in accordance with standard commercial practice.
If the goods are delivered in packages, he must also check the labelling of an individual package for conformity with the order.
9.1.2 Defects discovered during the inspection in accordance with 8.1.1 must be reported by the customer immediately, at the latest within 8 days of receipt of the goods.
9.1.3 If the Client fails to carry out the respective inspection or fails to report an ascertained or ascertainable defect without delay, he shall forfeit his warranty with regard to the ascertained and/or ascertainable defects. The same shall apply in the event of an erroneous wrong delivery, even in the event of such a significant deviation that approval of the goods by the principal would have to be considered excluded.
9.1.4 In the case of a hidden defect, the client must give notice of the defect immediately after discovering it. Otherwise, the goods shall also be deemed to have been approved in this respect. The complaint of a hidden defect is excluded in any case after the expiry of 8 weeks after receipt of the goods. A claim for replacement delivery due to wrong delivery remains unaffected.
9.2 For material defects, which also include the absence of warranted characteristics, the Contractor shall be liable vis-à-vis non-merchants in accordance with the statutory provisions optionally for rescission, reduction or compensation if, in addition to the statutory requirements, the following conditions are met:
9.2.1 The non-merchant client has the same inspection and verification obligations as the merchant according to 8.1.1. However, the requirements for knowledge in the sampling of goods are not based on customary commercial practice, but on the knowledge to be expected from the client due to his commercial position.
9.2.2 Defects discovered during the inspection according to 8.1.1. must be reported by the principal in writing without delay, otherwise defects must be reported in writing within 24 months.
9.3 If the principal fails to carry out the respective inspections which are reasonable for him or if he fails to observe the deadlines for notifying defects applicable to him, he shall forfeit his warranty rights with regard to the defects found and/or obvious defects.
10 Liability for consequential and other damages
10.1 The Contractor shall be liable as follows for damage caused by defects in the purchased goods, erroneous incorrect delivery or defects in the packaging to the Client's legal assets, including its property:
10.1.1 Insofar as damage could have been avoided by compliance with the Customer's inspection obligations, any type of liability of the Contractor vis-à-vis merchants and legal entities under public law shall be excluded, unless the damage is attributable to wilful conduct on the part of the Contractor's legal representatives. Under the same conditions, any liability towards non-merchants is excluded, unless the damage is due to intentional or grossly negligent conduct of the contractor.
10.1.2 Insofar as damage occurs despite compliance with the Client's inspection obligations, the Contractor shall only be liable to merchants and non-merchants for intentional or grossly negligent breaches of contract.
10.2 The Contractor shall only be liable for damages other than those regulated above - irrespective of the cause of liability - if they have been caused by a grossly negligent act of the Client or one of his vicarious agents.
10.3 The Contractor shall not be liable for the suitability of the goods for the purposes intended by the Client. Insofar as the Contractor has given technical advice, information or recommendations, etc., it shall only be liable for culpably incorrect advice, information or recommendations if they have been given in writing.
10.4 All claims within the meaning of clause 9. shall become statute-barred six months after the act causing the damage.
11 Periodic works
Contracts for supplies or services to be provided periodically may be terminated with three months' notice to the end of a month.
12 Data protection
The Contractor is entitled to collect, store and process (personal) data of the Client for internal operational purposes in compliance with the data protection provisions, in particular the Federal Data Protection Act (BDSG). Any further use of data or disclosure of (personal) data to other third parties shall not take place unless the Contractor is legally obliged to disclose the data.
13 Place of Jurisdiction and Applicable Law, Final Provisions
13.1 The place of jurisdiction for all disputes arising from the contractual relationship between the Client and the Contractor shall be the Contractor's registered office, provided that this does not conflict with statutory provisions.
13.2 The contractual relations between the Contractor and the Client shall be governed by the law of the Federal Republic of Germany. Excluded from this choice of law are the mandatory consumer protection provisions of the country in which the Client has his habitual residence. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
14 Salvatory clause
Should one or more provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.
