General terms & conditions

General terms and conditions of Max Knobloch Nachf. GmbH

§ 1 Validity of Condition

1.1. Orders, deliveries and other services performed by Max Knobloch Nachf. GmbH (subsequent Knobloch) shall be carried out solely on the basis of the following General Terms and Conditions.

1.2 These terms and conditions are consequently effective for all future business connections, even if they are not expressly agreed upon again. At the latest with the receipt of the goods or services, you are agreeing to comply with and be bound by these terms and conditions. Contradictory confirmations from the customer with reference to his conditions are hereby negated. This is also effective in the case that the customer presented a special form for the contradiction. Deviations from these terms and conditions are only effective if Knobloch confirms them in writing.

§ 2 Offer, delivery

2.1. Offers from Knobloch are subject to change without notice and are not binding. Samles and brochures are merely illustrative material. Consequently, drawings, illustrations, dimensions, weights and other services in the sales documents are only binding if agreed in writing. Representations in offer and order are, unless otherwise named, schematic diagrams. The reference to DIN regulations is only description of goods, no assurance of properties.

2.2. The packaging is done with the utmost care and according to the requirements of the products. Knobloch charges up to a net value of 499.99 EUR packaging costs of 2% based on the net value of goods. From 500,00 EUR net value will be charged based on this 1% packaging costs.

2.3. The choice of the shipping route is reserved Knobloch. The risk passes to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left the Knobloch warehouse for shipment. If shipping is delayed on request of the customer, the risk is transferred to the customer with the notification of readiness for shipment. Moreover, the contracting parties agree to each other that they basically refer to a sale of delivery according to § 447 BGB. The customer is being informed that he is obligated to claim any damage of the shipment according to §§ 421, 457 HGB to the freight forwarder.

2.4. If the order consists of several partial deliveries, every delivery counts as a separate sale. Knobloch is entitled to partial deliveries. In the case of call orders, Knobloch also reserves the right to price changes due to, for example, increased material or labor costs if the delivery is to be made later than 4 months after the conclusion of the contract.

2.5. For deliveries within Germany the following costs will be charged:

• Parcel service per normal package: € 7.95
• Parcel service per bulk package: 14,50 €
• Freight per pallet: 17,90 €

For deliveries Knolboch also charges: Up to an invoice value of 499.99 € net, Knoloch charges you 2% of the net value, from an invoice value of 500, - € net 1% of the net value of packaging.

Deliveries abroad are subject to the agreed or the freight charges stated on the quotations and order confirmations.

§ 3 Payment

3.1. Unless otherwise agreed, invoices are payable net within 30 days. Unless otherwise agreed, payments are only to be made directly to Knobloch.

3.2. For spare parts orders as well as wage work a payment deadline of 14 days net applies as standard.

3.3. A set-off against the receivables of the customer is excluded, unless the claim of Knobloch is undisputed or legally binding.

3.4. Starting from due date, interest at the rate of 5 % above the respective base interest rate according to §247 German Civil Code (BGB) will be charged under the assertion any further damages due to default.

3.5. If the fulfillment of the payment claim is jeopardized due to a deterioration in the financial circumstances of the customer after the conclusion of the contract, Knobloch can demand payment in advance of all outstanding, even not due invoices, withhold goods that have not yet been delivered, and stop working on orders that are still in progress. Knobloch is also entitled to these rights if the customer does not make a payment despite a reminder based on default. In the event of late payment default interest in the amount of 5% above the respective base interest rate according to § 247 BGB has to be paid. The assertion of further damages due to delay is not excluded by this.

3.6. First customers are only supplied against pre-payment. For customers who have not generated any turnover for more than two years, Knobloch reserves the right to deliver against pre-payment.

3.7. For offers/order > 10,000 € net value, Knobloch reserves the right to agree terms of payment which deviate from the terms standard terms of the customer.

3.8. Max Knobloch Nachf. GmbH will send the invoices via email. Knobloch thus offers an environmentally friendly and cost-effective alternative to the postal service. An invoice will be sent by post only if the customer expressly requests it. In this case, Knobloch reserves the right to charge the original cost of sending the invoice.

§ 4 Delivery time

4.1.Delivery dates and periods, agreed with or without obligation, must be drawn up in writing. Delivery periods start on the day of complete technical and commercial order clarity and the written agreement about the order. Should details of the execution still remain undecided and need to be regulated in the opinion of only one of the parties, the delivery period will not begin until all details of the implementation have been clarified.

4.2. The agreed delivery date determines the time of dispatch ex works.

4.3. Delivery and service delays due to force majeure and events that make it Knobloch considerably more difficult or impossible to deliver, even if they occur by the supplier of Knobloch or its suppliers, are not the responsibility of Knobloch even for bindingly agreed delivery times and deadlines. They entitle Knobloch to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the unfulfilled part.

4.4. In case the hindrance lasts more than 2 calendar months, the client is – after extending an appropriate deadline – entitled to withdraw from the contract on account of the unfulfilled portion. If the delivery time is prolonged or Knobloch becomes free of its obligations, the customer may not derive claims from this.

4.5. Knobloch can only refer to the circumstances named in clause 4.3 and 4.4 if it informs the customer immediately of the occurrence of these events.

§ 5 Delivery contracts on call

5.1. In on-going delivery contracts Knobloch must be informed about the amounts to be delivered and delivery dates already with order. Knobloch is entitled to manufacture the total amount of the order according to our production planning at any time of the delivery period, unless a contradicting agreement was expressly agreed upon. If the total amount is manufactured, additional changes to the ordered goods are not possible.

5.2. In case the ordered quantity is not accepted during the call-off period, Knobloch is entitled to demand the purchase and payment of the outstanding order. The customer is in arrears with the portion of the order not called-off beginning on the expiry date of the call-off period.

5.3. In case a call-off period is not agreed upon Knobloch is entitled to set a period for another call-off if the customer failed to make a call-off in a period customary for call-offs. After the deadline has expired, Knobloch can demand the purchase and payment of the complete outstanding portion of the order.

5.4. If the customer does not accept the goods on the agreed delivery date, Knobloch shall be entitled to charge the costs for storage.

§ 6 Notices of Defects/Warranty

6.1. Notifications of defects or other complaints can only be considered if they have been reported to Knobloch in writing immediately after receipt of the goods at the place of destination and in the case of hidden defects which can not be detected directly even after careful examination.

6.2. In the event of timely complaints and complaints recognized by Knobloch, Knobloch reserves the right to substitute for rejected and returned goods or to repair the rejected goods. If the repair or the replacement or subsequent delivery fails, or the repair or replacement within a reasonable period is not possible or expires a reasonable grace period set by the customer, without the defect is repaired, the customer may, to the exclusion of all other claims at his discretion demand conversion or reduction. Shipping costs, which are required by the replacement delivery, are at the expense of Knobloch.

6.3. Claims for compensation which go beyond the claims for warranty according to clause 6.2 are – no matter for what legal justification – excluded. This is not the case if the applicable law stipulates liability in cases of intention, of culpable negligence or of a lack of warranted characteristics.

6.4. Knobloch is not liable for the suitability of the goods for the application intended by the customer, unless this is explicitly stated in the Knobloch catalogues or technical documents or is expressly guaranteed by Knobloch.

6.5. The products are technical appliances meeting the guidelines of the German Appliance Safety Law and must only be used for the purpose for which they were intended. Improper use of the products and their accessories as well as any unauthorized modification to them without the express written consent of Knobloch releases Knobloch from all obligations in the event of damage.

§ 7 Return of Goods

7.1. Returns of goods that are not based on notifications of defects generally require the prior written consent of Knobloch.

7.2. In the case of a return of goods, Knobloch calculates 20% of the invoice value as re-storage costs for the necessary inspection, possible reconditioning, repackaging and stock processing. It is up to the customer to prove that the costs incurred by Knobloch are less than this lump sum. In the case of the return of goods not originally packaged or damaged, the costs for repair, repair and repackaging shall be invoiced in addition to the standard costs of reinvestment in actual amount.

7.3. Custom manufactured products and products not listed in the current catalogues and illuminations are generally not to be returned.

7.4. Returned models are only credited if they were charged beforehand and if they are in a visually and technically perfect condition.

§ 8 Reservation of Proprietary Rights

8.1. Knobloch retains ownership of the delivered goods until complete settlement of all business relations - including interest and costs. The customer is obliged to special storage and insurance of goods subject to retention of title and has to provide Knobloch with proof of the insurance provided.

8.2. The customer is entitled to sell the goods, even those processed, in the usual and proper manner. But he has to reserve the proprietary rights until his claim for the selling price is completely paid. He is prohibited from pawning products which are subject to the proprietary right or to transfer them for offering security, and is obligated to inform Knobloch immediately in the case of pawning by a third party.

8.3. If the customer modifies or processes goods delivered by Knobloch or connects them with other goods not belonging to Knobloch, the modification or processing takes place free of charge for Knobloch as the manufacturer. Ownership of the customer within the meaning of § 95 BGB does not take place. The customer keeps the newly created goods free of charge for Knobloch. When processing the goods with goods of other suppliers by the customer Knobloch becomes proportionately co-owner of the new thing. Insofar as Knobloch becomes the owner or co-owner of new items created by modification or processing, the provisions effective apply accordingly for the goods subject to the reservation of title.

8.4. The customer surrenders to Knobloch immediately all claims to which he is entitled by resale. Should goods subject to reservation of title be resold after processing – especially goods not belonging to Knobloch – the assignment of the claim is only effective as being carried out in the amount of the sales value of Knobloch goods subject to reservation of title. In the case of the liability of a third party being greater than Knobloch’s claim, the claim against the third party devolves to Knobloch only in so far as it corresponds to the value of Knobloch goods subject to reservation of title.

8.5. The customer is entitled to collect the claims assigned to Knobloch from the third buyer but has to pay the collected sum to Knobloch without delay. Knobloch reserves the right to collect the claims directly from the third buyer, who is to be identified to Knobloch for this purpose.

§ 9 Special Provisions for Orders According to Drawings, Models etc.

9.1. Knobloch own drawings, samples and models can in principle only be made accessible to a third party in the case of Knobloch’s previous written agreement.

9.2. In the case Knobloch has to deliver according to drawings, samples or models of the customer, the customer assumes liability that Knobloch does not impinge on the trademark rights of a third party. Knobloch commits itself to use the draft only for the order of the customer, unless an ulterior use was expressly agreed upon. The customer is bound to release Knobloch from all claims of third parties because of the impingement of industrial property rights. This is also effective for potential legal costs arising for Knobloch. The customer is obliged to pay an adequate instalment of Knolboch costs of litigation if demanded.

§ 10 Protection of Data Privacy

Knobloch is entitled to process the data relating to the business relationship or in connection with it about the customer, whether these originate from himself or from third parties, within the meaning of the Federal Data Protection Act by EDP. Knobloch hereby informs the customer of the storage and processing of his data.

§ 11 Location of Claim Processing, Jurisdiction

11.1. The place of fulfillment for all claims arising between the customer and Knobloch is the headquarters of Knobloch.

11.2. In the event that the customer is a merchant within the meaning of the HGB (German Commercial Code), 04720 Döbeln is the exclusive place of jurisdiction.

§ 12 Applicable law, effectiveness, written form

12.1. The Law of the Federal Republic of Germany is effective.

12.2. Changes and additions of the provisions contained in these terms and conditions require the written form and the agreement in the sales contract in order to be effective. Verbal or written supplementary agreements are only binding for Knobloch after a written confirmation.

12.3. Should one or more provisions be ineffective, this shall have no effect on the validity of the other provisions.

Döbeln September 2018


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