The General Terms and Conditions of care integral GmbH apply to all contracts.
General Terms and Conditions of Sales and Delivery
1. AREA OF APPLICABILITY(1) These terms and conditions apply to companies, legal entities under public law or public law special funds (hereinafter referred to as the Customer).
(2) Our services, deliveries and offers are made exclusively based on these General Terms and Conditions. These also apply to all future business transactions with the Customer insofar as those transactions are legally of the same or similar nature.
(3) The Customer's business or purchasing conditions are hereby rejected.
2. OFFER AND CONTRACT CONCLUSION – SAMPLE(1) Our offers are non-binding unless we have expressly designated them as binding.
(2) We can accept a purchase order of a Customer, which can be qualified as an offer to conclude a contract, by sending a written confirmation within two weeks or by executing the contractual services within the same time limit.
(3) The samples are only to be regarded as approximate representative samples. We reserve the right to variations in color, smell and analysis if the raw and auxiliary materials, which are required for manufacturing, cannot be procured in the intended manner contrary to expectations.
3. DELIVERY(1) Our delivery obligations are subject to correct and timely delivery to us by suppliers, unless we are responsible for the incorrect or late delivery to us.
(2) We are entitled to partial deliveries and partial performance if this is reasonable for the Customer under the contract and no significant amount of additional work occurs for the Customer as a result.
(3) Information on delivery times is approximate unless otherwise agreed with the Customer. Delivery deadlines only start after complete clarification of all performance details and the timely and proper fulfillment of the obligations of the Customer.
(4) If the Customer is in delay in call-off, acceptance or pickup of the goods, we are empowered to demand compensation for consequent damages; with the start of delay in acceptance, the Customer bears the risks of the danger of coincidental worsening and coincidental failure.
(5) We shall pay damages for each full week of delay in delivery caused by us, but not intentionally or out of gross negligence, within the context of a lump-sum compensation in the amount of 3% of the value of goods to be delivered, but limited to a maximum of 15% of the same.
(6) Other legal claims and rights of the Customer due to a delay in delivery remain unaffected.
4. PRICES AND PAYMENT(1) Our prices are ex works or warehouse plus freight and the applicable sales tax.
(2) Customary packaging for transport/shipping will be charged at cost price insofar as nothing to the contrary has been agreed with the Customer.
(3) Our invoices are due for payment immediately and without deduction.
(4) The Customer may only offset undisputed, acknowledged by us and legally recognized claims against our claims. The Customer is only entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.
(5) If the Customer is in default of payment, legal regulations apply.
5. TRANSFER OF RISK UPON SHIPMENT(1) If the goods are shipped to the Customer at his request, the risk of accidental loss or accidental deterioration of the goods is transferred to the Customer upon dispatch, at the latest upon leaving the factory/warehouse. This applies regardless of who bears the freight costs.
(2) If shipment is delayed at the request of the Customer, the risk is transferred to the Customer with notification of delivery readiness.
6. RESERVATION OF TITLE(1) Until the final payment of all incurred and arising claims based on the business relationship has been made, the goods remain our property (reservation of title). For multiple accounts or a running account, reservation of title serves as security for the outstanding balance even if individual delivery of goods has already been paid.
(2) In the case of behavior by the Customer that is in breach of the terms of the contract – for example default of payment – we are entitled to take back the reserved goods after setting a reasonable deadline. If we take back the reserved goods, this constitutes withdrawal from the contract. We are entitled to exploit the goods after taking them back. After deducting a reasonable amount for the exploitation costs, the sales proceeds will be set off against the amounts due to us by the Customer.
(3) In the case of access to the reserved goods by third parties, especially in the case of pledging, the Customer shall refer to our ownership and inform us without undue delay, so that we can enforce our ownership rights.
(4) The Customer is entitled to process and sell the goods to which title is retained in the ordinary course of its business as long as it is not in arrears. Pledges or transfers by way of security are not permitted. The Customer already assigns any claims in full with respect to the reserved goods arising from the resale or from any other cause in law (insurance and/or unauthorized handling). We authorize the Customer irrevocably to collect the claims assigned to us in its own name. The collection authorization expires if the Customer does not meet its payment obligations properly, is in payment difficulties, foreclosure measures are taken against him, or court insolvency proceedings are opened against his assets or the initiation of such is rejected for lack of assets.
(5) Processing or reworking of the goods is always effected for us as manufacturers, however without obligation for us. If the goods are reworked with objects not belonging to them, we acquire partial ownership of the new goods in proportion to the value of the delivered goods compared to the other reworked goods at the time of reworking. If the goods are reworked with objects not belonging to them or mixed with them so that they cannot be separated, we acquire partial ownership of the new goods in proportion to the value of the delivered goods compared to the other combined or mixed goods. If the item of the Customer is to be considered the main item in the combination or mixture, it is agreed that the Customer shall transfer prorated co-ownership to us for the new item. The Customer keeps our co-ownership created in this way in safe custody.
(6) We obligate ourselves to release collateral due to us to the extent that the salable value of our collateral exceeds the claims to be secured by more than 10%; in this context, we have free choice of the collateral to release.
7. WARRANTY(1) In case of breach of a contractual obligation, the Customer shall have the legal rights against us in accordance with the following rules.
(2) The Customer only has warranty claims if he has fulfilled his inspection and complaint obligations pursuant to Section 377 of the German Commercial Code (HGB).
(3) In case of justified and timely notice of defects, the Customer has a rightful claim to subsequent performance during the warranty period; we can choose the type of remedy—elimination of the defect or delivery of goods free of defects—at our discretion. If the subsequent performance fails twice or further subsequent performance attempts are unreasonable toward the Customer, the Customer is entitled to reduced payment or to rescind the contract.
(4) If a claim is made against the Customer by its customer or a consumer due to a defect of the delivered goods, which was already present at the transfer of risk or against which a claim was lodged as an end consumer, the legal recourse rights of the Customer against us remain unaffected pursuant to Subsections 478 and 479 of the German Civil Code (BGB).
(5) The Customer can only then assert claims for compensation concerning conditions covered by Clause 8 due to a defect if subsequent performance has failed or if we refuse subsequent performance. The Customer's right to assert more far-reaching claims for damages in addition to the conditions regulated in Clause 8 remains unaffected.
(6) Only the Customer has a right to claims against us based on defects, and they are not transferable.
(7) The statute of limitations for claims based on defects is one year from transfer of risk. This does not apply in cases of injury to life, limb or health, intentional or grossly negligent breach of duty and fraudulent concealment of a defect.
8. LIABILITYWe are liable for damages caused only if these are based on a breach of an essential contractual duty or a deliberate or grossly negligent behavior by us, our legal representatives or vicarious agents. If a substantial contractual obligation is negligently breached, liability shall be limited to foreseeable losses typical of the contract. An essential contractual obligation exists for obligations, the fulfillment of which makes the proper execution of the contract possible in the first place or on the observance of which the Customer has relied or was entitled to rely.
Any further liability for damages is excluded. The liability for culpable injury to life, limb or health in accordance with statutory provisions shall remain unaffected. This also applies for mandatory liability under the Product Liability Act.
9. PLACE OF PERFORMANCE, COURT OF JURISDICTION AND APPLICABLE LAW(1) The place of performance for all delivery obligations on our part and for other contractual obligations of both parties is Ratekau.
(2) This Contract and these terms and conditions and the entire legal relationship between the Customer and us are subject to the laws of the Federal Republic of Germany under exclusion of all references to other jurisdictions and international treaties. The validity of UN Sales Convention is excluded.
(3) Lübeck is the court of jurisdiction for all disputes arising from this contractual relationship. However, we are entitled to sue the Customer at his business location.