Terms and conditions of sale, delivery and payment of BARTELS GmbH, Keltenschanze, 88677 Markdorf
Rev. 01.01.2024
1. Scope of application
1.1 These General Terms and Conditions apply to all contracts and services that we conclude with contractual partners. Deviating terms and conditions of purchase, procurement regulations or other general terms and conditions of the contractual partners are excluded unless we expressly agree to them in writing. If the contractual partner is an entrepreneur, these General Terms and Conditions shall also apply to future transactions with the contractual partner.
1.2 The contractual relationship between Bartels GmbH and the contracting parties shall be governed by German law. Insofar as these General Terms and Conditions do not contain any provisions, the German Civil Code and the Commercial Code of the Federal Republic of Germany shall apply in the version applicable at the time the contract is concluded. The application of the UN Convention on Contracts for the International Sale of Goods is excluded for all disputes arising from contracts concluded under these General Terms and Conditions.
1.3 We reserve our property rights and copyrights to our drawings and sketches, unless the contract stipulates otherwise.
1.4 In the case of orders that we execute on behalf of a buyer, we assume no liability for the infringement of third-party property rights. The buyer is responsible for checking these property rights in advance. In the internal relationship with us, he alone shall be liable for the claims of third parties due to such infringements of industrial property rights.
2.offers
2.1Our offers are subject to change. Orders are only binding for us if we confirm them or fulfill them by sending the goods. Verbal collateral agreements shall only be valid if they are confirmed by us at least in text form.
2.2 Unless the Buyer specifies a different deadline, we are entitled to accept the Buyer's order within five working days of receipt. The acceptance period begins with the dispatch of the order to the buyer. Acceptance is usually effected by sending an order confirmation.
3. Place of performance/obligation to perform
The agreed prices are net, i.e. excluding VAT. Unless otherwise agreed, the agreed prices do not include the costs of packaging and shipping or other costs (e.g. customs duties, insurance premiums).
3.2 Insofar as loading and shipment are expressly agreed, these shall take place uninsured and at the risk of the recipient; insofar as the Buyer requests a specific type of shipping route and an agreement is reached on this, the Buyer shall bear the additional costs incurred as a result separately.
3.3 In the event of assembly by us, the Buyer shall bear the necessary ancillary costs, travel expenses and transportation costs for material transport against proof of costs, unless otherwise stipulated in the contract.
3.4 As long as the Buyer is in arrears with an obligation, we shall be entitled to assert a right of retention from the same contractual relationship and from further orders and to refuse performance until the arrears have been remedied.
4. Payment
4.1 Invoices are due for payment without deduction 30 days after the invoice date.
4.2 Offsetting with counterclaims against our claims is excluded. This does not apply to offsetting against claims that are undisputed, legally established or disputed but ready for decision.
4.3 Permissible offsetting with counterclaims against our claims is only permissible if the intention to offset with the claim is announced in text form at least one month before the declaration of offsetting.
5. Delivery, transfer of risk
5.1Compliance with agreed delivery deadlines is subject to the timely receipt of the documents to be provided by the Buyer, necessary approvals and releases, in particular of plans, as well as compliance with the agreed terms of payment. If these prerequisites are not fulfilled in good time, the deadlines shall be extended accordingly, unless we are responsible for the delay.
5.2 Cases of force majeure shall suspend the contractual obligations of the parties, insofar as they prevent their fulfillment, for the duration of the disruption and the extent of its effect. If the resulting delay exceeds a period of six weeks, we shall be entitled to withdraw from the contract with regard to the affected scope of performance.
5.3. if the buyer is a consumer, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer when the goods are handed over. Default of acceptance by the buyer is equivalent to handover in accordance with the statutory provisions.
5.4 If the Buyer is a registered trader, the risk of accidental loss and accidental deterioration of the goods shall pass to the carrier or forwarder upon proper handover of the goods. At the buyer's request and expense, we will insure the goods against the usual transportation risks. If delivery by delivery of the goods to the buyer by us has been agreed with the buyer, the risk shall pass upon handover. If delivery of the goods with assembly has been agreed with the Buyer, the risk shall pass upon completion of the assembly, but not before handover to the Buyer. The Buyer's default of acceptance shall be equivalent to handover and assembly in accordance with the statutory provisions.
6. Assembly
6.1 The Buyer shall, at its own expense, keep available and make available for the duration of the assembly work the equipment required for assembly and commissioning, such as scaffolding, lifting gear, fuels, operating materials, lubricants, energy, water, heating and lighting, protective clothing and devices which are required at the assembly site due to special circumstances.
6.2 If third-party equipment is to be operated for the assembly, the buyer must provide sufficient authorized personnel to operate the third-party equipment.
7. Warranty/complaints
7.1 The Buyer must notify us of obvious defects in the goods or the installation within a period of 14 days from delivery and, if applicable, installation, at least in text form. A defect is deemed to be obvious if it is so obvious that even the average non-expert customer would notice it without special attention.
7.2 If the buyer is an entrepreneur, he must also notify us of non-obvious defects in the goods or the assembly within a period of 2 months from delivery and, if applicable, assembly, at least in text form. This shall not apply to such defects which were not recognizable during an inspection which is feasible in the ordinary course of business of the Buyer and which were not actually recognized. Such defects must be reported to us immediately after their detection, at least in text form.
7.3 Defects that are not reported in due form or time are excluded, unless we have fraudulently concealed the respective defect. Dispatch of the notification within the deadline shall suffice to comply with the deadline.
7.4 Unless otherwise agreed, the following characteristics of the delivered goods apply in particular:
7.4.1 Awning systems: The sail fabrics, plastics, coatings and lines used may fade in color (and change their surface structure) due to environmental influences, in particular sunlight. This is a natural process and only an optical effect that has no influence on the technical function. Such visual changes do not constitute a material defect. Wrinkles in confectioned sails cannot be completely avoided technically. Wrinkles can also occur during the rolling process (especially in electrical systems with counter tension) and can be permanently visible in the fabric. In the case of aluminum fabric shafts, discoloration can occur at the joints due to material abrasion and environmental influences. Such visual changes do not constitute a material defect.
7.4.2 Stainless steel and aluminum components: Stainless steel and / or aluminum show superficial signs of corrosion in the event of mutual contact and / or contact with air containing salt and / or chlorine (especially at the seaside or in the area of swimming pools). Polished stainless steel surfaces can develop traces of corrosion due to abrasives trapped in pores, grinding dust or tool abrasion. In both cases, these are natural processes that are also only of an optical nature and do not affect the technical function. Such optical changes do not constitute a material defect.
7.5 We shall only be liable for damages other than those resulting from injury to life, body and health insofar as these damages are based on intentional or grossly negligent action or culpable breach of a material contractual obligation by us or our legal representatives or vicarious agents. A material contractual obligation is an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the buyer may regularly rely. Any further liability for damages is excluded unless it is based on a guarantee given by us for the quality of the object of purchase or on the Product Liability Act or is based on the fact that we have placed special trust in us, unless the exclusion of liability represents an unreasonable disadvantage to the buyer for other reasons. In these cases, however, compensation shall be limited to the typically foreseeable damage.
7.6 Warranty claims against us shall become time-barred one year after the start of the statutory limitation period. This does not apply to the limitation of claims against us due to a defect in the cases of § 438 I No. 2 or § 634 a I No. 2 BGB, i.e. due to a defect in a building or a defect in a work that has been used for a building in accordance with its normal use and has caused its defectiveness or in a work whose success consists in the provision of planning or monitoring services for a building, as well as for claims arising from the warranty rights of consumers, unless the goods delivered and/or installed by us to the consumer were already used as agreed.
8. Retention of title
8.1 Until full payment of our claims arising from the business relationship with the buyer, insofar as these are still outstanding at the time of delivery of the goods, the delivered goods shall remain our property. However, we agree that the buyer is authorized to dispose of them in the ordinary course of business.
8.2 The retention of title shall also extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer in this respect. If, in the event of processing, mixing and combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed goods. In this case, the buyer shall hold the sole or co-ownership for us and shall be obliged to insure the reserved goods adequately against foreseeable damage (fire, water, theft).
8.3 The Buyer hereby assigns to us by way of security any claims against third parties arising from the resale in their entirety or, in the case of processing, mixing and combining with goods of third parties, in the amount of our possible co-ownership share. In addition to us, the buyer is authorized to collect claims until we revoke this authorization. The buyer is not entitled to assign the claims; this also applies for the purpose of collecting claims by way of factoring, unless the obligation of the factor is simultaneously established to effect the consideration in the amount of our share of the claim directly to us as long as we still have claims against the buyer.
8.4 The buyer must inform us immediately, at least in text form, of any seizure by third parties of the claims for goods belonging to us.
8.5 The exercise of the retention of title by us does not automatically mean withdrawal from the contract.
8.6 The goods delivered by us or the claims replacing them may not be pledged to third parties or transferred or assigned as security before our claims have been settled in full.
8.7 If the value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the request of the customer.
9. Place of jurisdiction
The place of jurisdiction for all legal action arising from contracts that have come into existence under these General Terms and Conditions is 88677 Markdorf, Germany.
10. Severability clause
Should any provision of these General Terms and Conditions be invalid or unenforceable, the remaining provisions shall remain valid, unless the omission of individual clauses would place a contracting party at such an unreasonable disadvantage that it can no longer be reasonably expected to adhere to the contract.