General terms and conditions of business
The offer of the binderhaus24.com internet online store is exclusively limited to business customers, not to any private persons.
Our terms and conditions are applicable in business transactions with entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310, Paragraph 1 of the German Civil Code.
1.1 The following conditions apply exclusively to our deliveries of any goods. Conditions that conflict with or deviate from our conditions do not apply unless we have expressly agreed to their validity in writing. The following conditions also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer.
1.2 All agreements made between us and the customer must be in writing. Verbal agreements before or during the conclusion of the contract require our written confirmation to be effective.
1.3 Our offers are non-binding. Only our order confirmation represents our legally binding declaration of intent. If the customer's order qualifies as an offer in accordance with § 145 BGB, we can accept it within 14 days.
1.4 Cost estimates are non-binding and subject to a charge, unless something else has been expressly agreed.
2. object of purchase
The object of purchase finally results from the specification shown in the order confirmation. Customary deviations or changes that have no influence on the overall success do not constitute a non-conformity of the goods.
3.1 The agreed price in EURO plus sales tax applies. The sales tax is shown separately on the invoice at the statutory rate on the day of invoicing.
3.2 If no special agreement has been made, the prices are "ex works" excluding packaging, freight and insurance.
3.3 If an agreement other than "ex works" has been made, the costs incurred for packaging, freight and insurance can be invoiced separately.
3.4 The prices stated in the order confirmation are decisive.
3.5 Deliveries of spare parts and returns of repaired goods, insofar as these are not covered by the liability for material defects, are subject to an appropriate flat rate for shipping and packaging costs plus the payment for the service we have provided.
3.6 Contrary to § 195 BGB, our claims for payment become time-barred after five years.
4. terms of payment
4.1 Unless otherwise agreed in writing, the gross price plus possible costs for packaging, freight and insurance must be paid within 7 days of the invoice date (2% discount) or within 14 days of the invoice date (without any deduction).
4.2 A payment is deemed to have been made when we can dispose of the amount at our place of business. If we accept non-cash means of payment, only the unconditional crediting of the account or the unrestricted availability of the amount owed shall be considered fulfillment.
4.3 If the payment deadline is exceeded, we are entitled to demand default interest of 8 percentage points above the base interest rate. The assertion of further damages remains unaffected by this.
4.4 If the customer is in default of payment, we are entitled to demand immediate cash payment for all due and undisputed claims from the business relationship.
4.5 The customer is only entitled to offset against counterclaims insofar as his counterclaims are undisputed, have been legally established or are ready for a decision after pendency.
4.6 The customer is only entitled to withhold payments to the extent that his counterclaims are undisputed, have been legally established or are ready for a decision after pendency.
5. delivery (transportation); delivery times; default
5.1 The delivery time results from the order confirmation.
5.2 If non-compliance with the delivery times is due to force majeure and other disruptions for which we are not responsible, e.g. war, terrorist attacks, import and export restrictions, including those affecting our suppliers, the agreed delivery times are extended by the duration of the hindrance. This also applies to industrial action that affects us and our suppliers.
5.3 In the event of a delay in delivery, the customer can only withdraw from the contract within the framework of the statutory provisions if we are responsible for the delay.
5.4 Clause 10 applies to claims for damages by the customer due to delays in delivery.
5.5 If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to claim the damage incurred to us, including additional expenses, amounting to 0.5% of the price of the delivery items, but no more than a total of 5% of the price of the delivery items , to demand. The contracting parties are free to provide evidence of higher or lower additional expenses. Further claims due to default of acceptance remain unaffected.
5.6 In the case of return deliveries triggered by the customer at our expense, the selection of the transport company must be agreed with us before the return delivery. Failure to do so will not cover the difference in costs between our transport company and the one chosen by the customer.
5.7 Transport packaging and all other packaging in accordance with the Packaging Ordinance will not be taken back by us. The customer is obliged to ensure that the packaging is disposed of at his own expense.
5.8 Partial deliveries and corresponding invoices are permitted unless they are unreasonable for the customer.
6. transfer of risk
Delivery is “ex works” unless expressly agreed otherwise.
The customer may not refuse to accept deliveries due to minor defects.
8. Complaints and notices of defects
8.1 Recognizable material defects and/or complaints about the quantity or number of items must be reported in writing by the customer immediately, no later than 15 days after receipt of the goods. Other material defects are to be reported in writing by the customer immediately after discovery. The customer's right to complain is excluded if the warranty periods specified in Section 9.1 have expired.
8.2 If a notice of defects is unjustified, we are entitled to demand reimbursement of the expenses incurred by the customer, unless the customer proves that he is not at fault with regard to the unjustified notice of defects.
8.3 Claims for material defects are excluded if the notification of the material defect is not made in good time.
9. Material defects/defects of title
9.1 Claims for defects of quality shall become statute barred within 12 months.
9.2 The limitation period for material defects begins after delivery of the item (passing of risk).
9.3 If there is a material defect within the limitation period, the cause of which must already have been present at the time of the transfer of risk, we can choose to remedy the defect or deliver a defect-free item.
9.4 The period of limitation does not begin again as a result of supplementary performance if this is done for reasons of goodwill.
9.5 If the subject matter of the contract is not at the place of delivery, the customer shall bear all additional costs that we incur as a result of remedying the defects, unless the transfer to another place corresponds to the contractual use.
9.6 Claims for subsequent performance do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability. Further rights remain unaffected by this.
9.7 Material defects are not
- the natural wear and tear;
- Quality of the goods or damage that occurs after the transfer of risk as a result of improper handling, storage, care or excessive stress or use;
- Quality of the goods or damage caused by force majeure, special external influences that are not required under the contract, or due to the use of the goods outside of the normal or required use according to the contract;
Claims for material defects do not exist if modifications or changes are made to the goods by third parties, unless the defect is not causally related to the change.
We are not liable for the condition of the goods, which is based on the processing or the choice of material, if the customer has specified the construction or the material deviating from our range of services.
9.8 Claims based on material defects including recourse claims by the customer are excluded if the customer has not had the defect rectified by us.
9.9 Warranty claims can only be asserted directly by the customer. The customer is not entitled to assign his warranty claims against us unless we have expressly agreed to this assignment in writing.
9.10 The provisions of this Section 9 apply accordingly to defects in title that are not based on the infringement of property rights of third parties.
10. claims for damages
10.1 In the event of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we are liable according to the statutory provisions; also in the case of culpable violation of essential contractual obligations. Insofar as there is no intentional breach of contract, our compensation for damages is limited to the foreseeable, typically occurring damage.
10.2 Liability for culpable injury to life, limb or health as well as liability under the Product Liability Act remain unaffected.
10.3 Any further liability for damages than that provided for in Sections 10.1 and 10.2 is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages resulting from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.
10.4 Insofar as liability for damages towards us is excluded, this also applies with regard to the personal liability for damages of our employees, representatives and vicarious agents.
10.5 A change in the burden of proof to the detriment of the customer is not associated with the above regulations.
11. retention of title
11.1 We reserve ownership of the delivery item until receipt of all payments - including for additional ancillary services owed - from the business relationship.
11.2 The customer is obliged to insure our goods and products against fire, water and theft damage at his own expense. If maintenance and inspection work is required, the customer must carry this out at his own expense, unless otherwise agreed.
11.3 The purchaser may neither sell nor pledge the delivery item nor assign it as security. In the event of seizure, confiscation or other dispositions by third parties, the customer must inform us immediately.
11.4 In the event of breach of contract by the customer, in particular default in payment, we are entitled to take back the delivery item after a reminder and the customer is obliged to surrender it.
11.5 The application for the opening of insolvency proceedings by the customer entitles us to withdraw from the contract and to demand the immediate return of the delivery item.
12.1 The customer undertakes to treat the agreements made in each case as strictly confidential. He undertakes to treat as business secrets all non-obvious, commercial and technical details that he becomes aware of through the business relationship.
12.2 Drawings, models, templates, samples or similar items may only be used for the purpose of fulfilling the contract and may not be given to unauthorized third parties or made accessible in any other way. The duplication of such items is only permitted within the framework of operational requirements and copyright regulations.
13. General Provisions
13.1 Should a provision of these conditions and the other agreements made be or become invalid, the validity of the remaining conditions shall not be affected. The contractual partners are obliged to replace the invalid provision with a provision that comes as close as possible to the economic success.
13.2 The place of jurisdiction is Stuttgart (for local court proceedings, the AG Nürtingen) if the customer
- is a businessman or
- has no general domestic place of jurisdiction or
- relocates his domicile or usual place of residence from within Germany after conclusion of the contract or his domicile or usual place of residence is not known at the time the action is filed.
We are also entitled to appeal to a court at the customer's registered office.
13.3 German law applies exclusively to all legal relationships between us and the customer, excluding conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Status as of: April 2013