General terms and conditions of raumvonwert GmbH (for companies)
1. General information
These General Terms and Conditions apply to all business relations in commercial business transactions between the seller ("raumvonwert") and its business partners ("the customer") who are companies within the meaning of §14 BGB (German Civil Code – „Bürgerliches Gesetzbuch“). Raumvonwert provides its deliveries and services exclusively in accordance with the following terms and conditions and the associated individual agreement. In case of discrepancies between these terms and conditions and a written individual agreement between seller and customer, the provisions of the individual agreement take precedence. Deviating or conflicting terms and conditions of the customer are expressly excluded, unless raumvonwert has expressly agreed to them in writing. The execution of any deliveries or services by raumvonwert is not automatically to be understood as the agreement of deviating or conflicting conditions of the customer.
2. Offer and conclusion of contract
The presentation of our goods online on our website or in print media does not constitute a binding offer to conclude a sales contract. Raumvonwert therefore only requires the potential customer to submit a purchase offer, which Raumvonwert can accept within two (2) weeks, either by sending an order confirmation (via email or post) or by sending the ordered goods.
3. Documentation and records
a) raumvonwert reserves the unrestricted right of use and exploitation of all goods and documents - also in electronic form - provided to the customer in the context of placing an order, such as calculations, drawings, etc. raumvonwert reserves its property and copyright. Documents may not be made accessible to third parties, unless raumvonwert explicitly gives the customer its written consent. As far as raumvonwert does not accept the offer of the customer within the period of time stated in clause 2, documents are to be returned immediately on request or destroyed. Sentences 1 to 3 apply accordingly to documents of the customer; however, these may be made accessible to third parties to whom raumvonwert has permissibly transferred the delivery.
b) As far as the illustrations or drawings contained in the documents, brochures, advertisements and other offered documents of raumvonwert have not been expressly designated as binding by raumvonwert, the illustrations or drawings contained therein are only approximate.
c) Except to the extent expressly listed in published specifications or the written individual contract, raumvonwert does not assume any responsibility (i) for the compatibility of its goods with the goods of other manufacturers or (ii) for design, material, manufacturing features or products delivered or provided by the customer.
4. Terms of delivery and prices
a) The terms of delivery are ex works (ExWorks, Incoterms 2020) or as otherwise stated in the order confirmation raumvonwert has agreed upon. Confirmed delivery dates are only estimated and depend on the immediate availability of all necessary information from the customer.
b) All prices are inclusive of packaging, but without delivery and transport costs and the applicable statutory value added tax.
c) If raumvonwert has taken over the installation or assembly and unless otherwise agreed, the customer shall bear all necessary associated costs such as travel and transportation in addition to the agreed payment.
d) Payments are to be made free of charge to raumvonwert's paying agency.
e) The buyer can only offset claims if these claims are undisputed or have been legally established.
f) Unless otherwise agreed, the purchase price is payable within 14 days of the invoice date. Interest on arrears will be charged at a rate of 5% above the current base rate in accordance with §247 BGB. We reserve the right to assert a higher damage caused by delay. In the event that raumvonwert asserts a higher damage caused by delay, the customer has the possibility to prove that the damage caused by delay has not occurred at all or at least at a considerably lower amount.
5. Delivery time
a) Unless an expressly binding delivery date has been agreed, our delivery dates or delivery periods are non-binding statements. Three (3) weeks after exceeding a non-binding delivery date, the customer may request raumvonwert in text form (via email or post) to deliver within a reasonable period of time, but at least two (2) weeks. Should raumvonwert fail to meet such a delivery date, or a delivery date expressly agreed upon as binding by individual agreement, the customer may set a reasonable period of grace for subsequent fulfilment of the delivery. If raumvonwert allows this period of grace to elapse fruitlessly, the customer is entitled to withdraw from the sales contract.
b) The compliance with a fixed delivery date presupposes the timely and proper fulfilment of the customer's obligations to cooperate, as well as the timely receipt of all documents to be supplied by the customer, necessary permits and releases, in particular of plans, and the compliance with the agreed terms of payment and other obligations by the customer. If these conditions are not fulfilled in time, the deadlines are extended appropriately; this does not apply if raumvonwert is responsible for the delay. The objection of non-performance of the contract remains reserved.
c) If the non-compliance with delivery dates or delivery periods is due to
- force majeure, e.g. mobilisation, war, acts of terrorism, riot, or similar events (e.g. strike, lockout)
- Virus and other attacks by third parties on raumvonwert's IT system, insofar as these have occurred despite observance of the care customary in protective measures,
- Obstacles due to German, US-American and other applicable national, EU or international regulations of foreign trade law or due to other circumstances for which raumvonwert is not responsible, or
- not timely or proper delivery to raumvonwert,
the deadlines shall be extended accordingly.
d) If raumvonwert is in delay, the customer can - if he can credibly demonstrate that he has suffered a loss as a result - demand compensation for each completed week of the delay of 0.1 % for each week of the delay, but not more than a total of 5 % of the price of that part of the deliveries which could not be used for the intended purpose due to the delay.
e) Purchaser's claims for damages due to delayed supplies as well as claims for damages in lieu of performance exceeding the limits specified in clause 5d) above shall be excluded in all cases of delayed supplies even upon expiry of a time set for supplies. This shall not apply in cases of liability based on intent, gross negligence or injury to life, body or health. The customer can only withdraw from the contract within the framework of the
statutory provisions if raumvonwert is solely responsible for the delay. A change in the burden of proof to the disadvantage of the customer is not connected with the above regulations. The customer is obliged to declare within a reasonable period of time upon request by raumvonwert whether he will withdraw from the contract due to the delay in delivery or insist on delivery.
f) Partial deliveries are permitted, as long as they are reasonable for the customer.
6. Transfer of risk
The risk is transferred to the purchaser as follows, even in the case of carriage paid delivery:
a) in the case of delivery without installation or assembly, when it has been brought to dispatch or collected. At the request and expense of the customer, raumvonwert will insure the delivery against the usual transport risks;
b) The customer may not refuse to accept deliveries due to minor defects.
7. Reservation of ownership
a) The objects of the deliveries (reserved goods) remain the property of raumvonwert until all claims against the customer arising from the business relationship have been settled. For the duration of the reservation of ownership, the customer may not pledge the goods or use them as security, and resale shall be permitted only to resellers in the ordinary course of their business and only on condition that the reseller receives payment from his customer or makes the reservation that ownership shall not pass to the customer until the customer has fulfilled his payment obligations.
b) If the customer resells goods subject to the reservation of ownership, he hereby assigns his future claims from the resale against his customers with all ancillary rights to raumvonwert by way of security, without the need for further special declarations. If the reserved goods are resold together with other items without an individual price having been agreed for the reserved goods, the customer assigns that part of the total price claim to raumvonwert that corresponds to the price of the reserved goods invoiced to raumvonwert.
c) As long as ownership has not yet been transferred to the customer, the customer is obliged to treat the purchased item with care. In particular, he is obliged to insure it sufficiently at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the purchaser must carry this out in good time at his own expense.
d) As long as ownership has not yet been transferred, the customer must inform raumvonwert immediately in writing (via email or post) if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse raumvonwert for the judicial and extrajudicial costs of a lawsuit according to § 771 ZPO, the customer is liable for the loss incurred by raumvonwert.
e) In case of breach of duty by the customer, in particular in case of default of payment, raumvonwert is entitled to withdraw from the contract in addition to taking back the goods after the unsuccessful expiry of a reasonable deadline set for the customer; the legal provisions regarding the dispensability of setting a deadline remain unaffected. The customer is obliged to surrender the goods. The taking back or the assertion of the reservation of title or the seizure of the reserved goods by the supplier does not constitute withdrawal from the contract, unless raumvonwert has expressly declared this.
8. Material defects and supplementary performance
a) All goods that show a material defect, insofar as this already exists at the time of the transfer of risk, are to be repaired, replaced or (after at least two unsuccessful attempts at repair) refunded by raumvonwert free of charge at the discretion of raumvonwert after the customer has notified raumvonwert in writing of the defect.
b) A material defect only exists if the goods delivered by raumvonwert (i) are afflicted with material, processing and construction defects that severely restrict the use of the goods or (ii) the goods are not suitable for their purpose agreed upon in writing or (iii) there is a not insignificant deviation from the agreed upon quality. In particular, no claims for defects shall exist in the event of only insignificant impairment of usability, natural changes or wear and tear which are to be expected regularly in the type of goods, negligent handling, excessive strain, the use of unsuitable operating materials or unsuitable building ground or which arise due to particular external influences which are not provided for in the contract. If improper modifications, installation/removal or repair work is carried out by the customer or third parties, no claims for defects shall exist for these and the consequences thereof.
Note: Wood is a natural product. Natural deviations must be expected, large deviations can occur. After delivery, cracks or distortion of wooden parts may occur, which is often due to weathering, temperature and humidity fluctuations.
c) Claims for subsequent performance shall become statute-barred 12 months after the start of the statutory limitation period; the same shall apply accordingly to withdrawal and reduction. This period shall not apply: insofar as longer periods are prescribed by law in accordance with §§ 438 Para. 1 No. 2 (buildings and items for buildings), 479 Para. 1 (right of recourse) and 634a Para. 1 No. 2 (building defects) of the German Civil Code (BGB); in the event of intent; in the event of fraudulent concealment of the defect and in the event of non-compliance with a guarantee of quality. Claims for reimbursement of expenses by the purchaser in accordance with § 445a BGB (recourse of the seller) shall also become statute-barred 12 months after the start of the statutory limitation period, provided that the last contract in the supply chain is not a purchase of consumer goods. The statutory provisions on suspension of the statute of limitations, suspension and recommencement of the periods remain unaffected.
d) Notices of defects by the purchaser must be made immediately in writing. raumvonwert is to be granted the opportunity for the above agreed subsequent performance within a reasonable period of time.
e) If the supplementary performance fails, the customer may - without prejudice to any claims for damages according to paragraph 8h) below - withdraw from the contract or reduce the remuneration.
f) Claims of the customer for expenses necessary for the purpose of subsequent performance are excluded insofar as the expenses increase because the object of the delivery was subsequently taken to a place other than the customer's branch office, unless the transfer corresponds to its intended use. This applies accordingly to claims for reimbursement of expenses by the Purchaser pursuant to § 445a BGB (recourse of the Seller), provided that the last contract in the supply chain is not a purchase of consumer goods.
g) The Purchaser's right of recourse against the Supplier pursuant to § 445a BGB (recourse of the Seller) shall only exist insofar as the Purchaser has not entered into any agreements with its customer which go beyond the statutory warranty claims.
h) Claims for damages by the customer due to a material defect are excluded. This does not apply in the case of fraudulent concealment of the defect, non-compliance with a guarantee of quality, injury to life, body or health and in the case of an intentional or grossly negligent breach of duty on the part of raumvonwert. A change in the burden of proof to the disadvantage of the customer is not connected with the above regulations. Further claims of the customer or claims other than those regulated in this clause 8 due to a material defect are excluded.
9. Industrial property rights and copyrights; defects of title
a) Unless otherwise agreed in writing, raumvonwert is obliged to provide the delivery only in the country of the agreed place of delivery without infringing on the industrial property rights and copyrights of third parties (hereinafter referred to as property rights). If a third party asserts justified claims against the customer due to the infringement of industrial property rights by deliveries made by raumvonwert and used in accordance with the contract, raumvonwert is liable at its own choice, at its own expense, for the expenditure raumvonwert
requires in order to either obtain a right of use for the goods concerned or to change them in such a way that the industrial property right is no longer infringed. If this is not possible for raumvonwert at reasonable conditions, the customer is entitled to the legal rights of withdrawal or reduction. The Supplier's obligation to pay damages shall be governed by Clause 10.
b) The aforementioned obligations of raumvonwert only exist insofar as the customer immediately informs raumvonwert in writing about the claims asserted by the third party, does not acknowledge an infringement and raumvonwert reserves the right to all defensive measures and settlement negotiations. If the customer stops using the goods in order to reduce damages or for other important reasons, he is obliged to point out to the third party that the cessation of use does not imply any acknowledgement of an infringement of property rights.
c) Claims of the customer are excluded if he is responsible for the infringement of property rights. Claims of the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by an application that could not be foreseen by raumvonwert or by the fact that the delivery is modified by the customer or used together with goods not delivered by raumvonwert.
d) Further claims of the customer against raumvonwert and its vicarious agents or claims other than those regulated in this clause 9 due to a defect of title are excluded.
10. Other claims for damages
a) Unless otherwise regulated in these General Terms and Conditions, claims for damages on the part of the customer, irrespective of the legal basis, in particular due to breach of duties arising from the contractual obligation and from unlawful acts, are excluded.
b) This does not apply to the extent that liability is assumed as follows:
i. according to the product liability law,
ii. in case of intent,
iii. in the event of gross negligence on the part of owners, legal representatives or executive employees,
iv. in case of fraudulent intent,
v. in the event of failure to comply with a guarantee that has been assumed,
vi. due to culpable injury to life, body or health, or
vii. due to the culpable violation of essential contractual obligations.
c) However, the claim for damages for the violation of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless another of the above-mentioned cases applies. In many cases, this contract-typical, foreseeable damage is specifically regulated in the individual agreements between the customer and raumvonwert.
d) A change in the burden of proof to the disadvantage of the customer is not connected with the above regulations.
11. Export and impossibility
a) Fulfilment of the contract is subject to the condition that there are no obstacles due to German, US-American and other applicable national, EU or international regulations of foreign trade law and no embargoes or other sanctions. The customer is obliged to provide all information and documents required for export, shipment or import.
b) If events within the sense of clause 5. c) significantly change the economic significance or the content of the delivery or have a significant effect on the operation of raumvonwert, the contract will be adapted appropriately in good faith by mutual agreement. If this is not economically justifiable, raumvonwert is entitled to withdraw from the contract. The same applies if necessary export licences are not granted or cannot be used. The right of the customer to withdraw from the contract remains unaffected.
12. Data protection
Personal data may be exchanged and stored in the event of enquiries from the Customer, the acceptance of orders and the processing of the contract. raumvonwert processes the Customer's contact, order and payment information exclusively to the extent necessary for this purpose. Any processing beyond this is only carried out after mutual agreement and within the framework of the legal principles. Details about the type and extent of any processing of personal data by raumvonwert can be found in the information on our website: https://www.klapster.de/datenschutz.
14. Written form
All changes, deletions or additions to these GTCs as well as other agreements on essential parts of the contract must be made in writing. This also applies to changes to this written form.
a) raumvonwert does not offer any assembly services unless expressly agreed upon in an individual contract.
b) If the customer is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the supplier's registered office. However, the supplier is also entitled to take legal action at the customer's place of business.
c) This contract including its interpretation shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
d) Even if individual provisions of the contract are legally invalid, the remaining parts of the contract shall remain binding. This shall not apply if adherence to the contract would constitute unreasonable hardship for one of the parties.