AGB

§1 General / Scope

(1) Our Terms and Conditions of Sale and Delivery shall apply exclusively; we do not recognize any conflicting or deviating terms and conditions of the Customer (hereinafter referred to as “Customer”) unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale and Delivery shall also apply if we carry out the delivery without reservation in the knowledge of conflicting or deviating terms and conditions of the Customer.

(2) All agreements made between us and the Customer in connection with the execution of this contract shall be recorded in writing. This formal requirement may only be waived by a written mutual declaration of both parties.

§2 Offer/offer documents

(1) If the Customer’s order qualifies as an offer pursuant to 145 BGB, we may accept it within 4 weeks.

(2) We reserve the right to make further technical developments (e.g. with regard to the design and the production method) to the data, design proposals and other information stated in our offer documents.

(3) We reserve the property rights and copyrights to illustrations, drawings, samples, designs, preliminary work, calculations and other documents. They may not be copied, reproduced or made available to third parties or otherwise executed by third parties without our express written consent. In the event of an infringement of our property and copyright, we reserve the right to take all legal steps, in particular the right to demand compensation for damages and/or surrender of the profit made.

(4) The documents, samples and designs referred to in Clause 2 shall be returned to us without delay and without express request if a contract is not concluded with us. If copies or other duplicates have been made, these must also be returned to us.

(5) Unless otherwise agreed in an individual contract, we may, at our discretion, demand either lump-sum damages in the amount of 500.00 euros or damages according to a concrete calculation for the preparation of an offer and any further associated documents, illustrations, samples, etc. (see Section 2), if a contract is not concluded for reasons for which we are not responsible. This shall not apply if the OP proves that we have not suffered any damage at all or that the damage is significantly lower than the flat rate stated.

§3 Delivery

(1) The delivery dates and times agreed in the individual contract shall have priority. Compliance with a delivery date or the start of a delivery period shall in any case be subject to the condition that the Customer and all persons attributable to his sphere of responsibility have provided us with all the necessary information, details, documents and declarations. Furthermore, compliance with our delivery obligation requires the timely and proper fulfillment of all other obligations of the purchaser.

(2) Changes or additions to the order prior to the delivery date or during the current delivery period shall result in a reasonable extension of the period available to us. The delivery period shall commence on the date of the order confirmation of the conclusion of the contract and shall be deemed to have been complied with if the delivery has left our premises at that time.

(3) Unforeseeable events such as strikes, lockouts, traffic disruptions, force majeure and significant restrictions or delays in deliveries by our
Pre-suppliers lead to a reasonable extension of the delivery period available to us. If the delivery has left our company at this point in time or has been sent to the
was ready for collection in accordance with the contract.

(4) If we are in default of delivery for reasons for which we are responsible, the OP shall be entitled to demand compensation for default if the default is due to intent or gross negligence; in the latter case, the liability for damages shall be limited to 50% of the damage incurred.

(5) If, after we have already defaulted, the OP sets us a reasonable grace period with a threat of refusal, he shall be entitled to withdraw from the contract after the fruitless expiry of this grace period. Claims for damages due to non-fulfillment in the amount of the foreseeable damage are only due to the AG if the delay was due to intent or gross negligence; in the case of intent or gross negligence, the liability for damages is limited to 50% of the damage incurred.

(6) The limitation of liability pursuant to Clause 4 and Clause 5 shall not apply if a commercial transaction for delivery by a fixed date has been agreed; the same shall apply if the Customer can claim that its interest in the performance of the contract has ceased to exist due to the delay for which we are responsible. If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. This applies in particular if assembly cannot be carried out at the agreed production time due to the general progress of construction. In this case, the risk of accidental loss or accidental deterioration of the delivery item shall also pass to the Purchaser at the point in time at which the Purchaser is in default of acceptance.

§4 Transfer of risk/packing costs

(1) Unless otherwise stipulated in the contract, the risk shall pass to the customer upon handover to the forwarder or carrier, but no later than upon leaving our premises.
the AG. If packaging is necessary during shipment, we shall charge the cost price for the packaging in addition to the price of the goods.

(2) Packaging used for transport will not be taken back by us, nor will any pallets. The Customer shall be obliged to ensure that the packaging is disposed of at its own expense in accordance with the requirements of environmental law and to indemnify us internally against any claims for infringement of environmental requirements.

(3) If the Customer so desires, we shall take out transport insurance for any delivery assumed by us under an individual contract. The costs incurred by this will be invoiced separately by us.

§5 Prices / Terms of payment

(1) Unless otherwise stated in the contract, our prices are net ex works, excluding packaging, freight, insurance, assembly, customs costs, etc., see in §4.

(2) Costs arising from changes or additions to the order shall be invoiced in addition to the originally agreed price.

(3) In the case of domestic transactions, the value added tax shall be shown separately in the invoice at the statutory rate on the date of invoicing and shall be payable in addition to the
agreed price to be paid. We do not charge VAT on foreign transactions. Any value added tax to be paid under foreign law shall be borne by the OP.

(4) We reserve the right to change our prices accordingly if the agreed delivery time exceeds 4 months and cost reductions or cost increases occur after the conclusion of the contract. We will provide evidence of this to the customer upon request. If a significant cost increase occurs, the AG is entitled to withdraw from the contract. A cost increase of up to 5% is not considered material.

(5) The individually agreed payment schedule shall apply to payments. If no payment plan has been agreed, the remuneration shall be paid immediately and without deduction as soon as we have performed the contractual service. We are entitled to demand partial payments depending on the progress of the deliveries.

(6) The deduction of a cash discount shall require a special written agreement.

(7) If the Customer is in default of payment, we shall be entitled to demand default interest in the amount of 4% above the respective discount rate of the European Central Bank. If we are able to prove higher damages caused by delay, we shall be entitled to claim such damages. On the one hand, the Customer shall be entitled to prove to us that no damage or significantly less damage has been incurred as a result of the default in payment.

(8) Payments by bill of exchange are not permitted. Checks are accepted on account of payment, not in lieu of performance. Any further costs incurred by payment by check shall be borne by the OP. If a check is protested or if other circumstances become known which seriously call into question the creditworthiness of the AG, all outstanding claims shall become due. After fruitless expiry of a period of grace set by us, combined with a threat of termination, we shall then be entitled to terminate the contract and to invoice all services rendered to date in accordance with the contract prices.

(9) The Customer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been acknowledged by us. In addition, he is entitled to exercise a
The customer shall be entitled to a right of retention insofar as his counterclaim is based on the same contractual relationship.

§6 Warranty

(1) If the Customer is a merchant, it shall only be entitled to warranty rights if it has duly complied with its inspection and notification obligations pursuant to 377, 378 HGB. Unless it is a hidden defect, a complaint shall in any case no longer be deemed to have been made without undue delay if a period of one week is exceeded.

(2) If the Customer is not a merchant, he shall give notice of obvious defects immediately and of all other defects within the warranty period.

(3) Insofar as there is a defect in the purchased item for which we are responsible, we shall be entitled, at our discretion, to remedy the defect or to make a replacement delivery. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item was taken to a place other than the place of performance.

(4) If we are not prepared or not in a position to remedy the defect/replace the delivery, if this is delayed beyond a reasonable period of time for reasons for which we are responsible, or if the remedy of the defect/replace the delivery fails in any other way, the Customer shall be entitled, at its option, to demand rescission of the contract or a corresponding reduction of the purchase price.

(5) Rectification by outside craftsmen may only be carried out with our express prior written consent.

(6) Insignificant, reasonable deviations in dimensions and finishes, e.g. in tint and structure, in particular in the case of repeat orders, shall not entitle the customer to give notice of defects; unless compliance with dimensions and color shades has been expressly assured in writing. The AG is aware of the fact that natural wood is processed and therefore color and structural differences may occur. He is also aware of the fact that natural wood works even after installation.

(7) Unless otherwise stated below, any further claims of the Customer – irrespective of the legal grounds – shall be excluded. Therefore, we shall not be liable for any further damage that has not occurred to the delivery item itself; in particular, we shall not be liable for loss of profit or other financial losses of the OP.

(8) The above exemption from liability shall not apply if the cause of the damage is based on intent or gross negligence. Furthermore, it shall not apply if the OP asserts claims for damages due to non-performance in accordance with 463, 480 II BGB due to the absence of a warranted quality. The obligation to pay compensation is limited to the foreseeable damage.

(9) If we negligently breach a cardinal obligation or a material contractual obligation, our liability for damages shall be limited to the foreseeable damage typical for the contract.

(10) All furniture delivered by us and also installed by us, including movable parts, are guaranteed to be durable and free of defects for a period of 5 years; however, this expressly applies only to delivery contracts within the Federal Republic of Germany. For all other countries, the warranty is 1 year. This period begins from the day of the transfer of risk. It is a limitation period and shall also apply to any claims for compensation for consequential harm caused by a defect, insofar as no claims arise from tort or
product liability may be asserted. If it is not furniture, only the respective manufacturer’s warranty applies.

(11) Not included in the warranty are the parts that were supplied to us by the customer.

(12) In particular, the durability of the joints and fittings is guaranteed. For hardware parts, drawers, doors and other moving parts, the guarantee is limited to one
replacement delivery free of charge. Removal and installation is the responsibility of the customer or user. Loosening of screws that can be easily retightened are
expressly no warranty service. Also excluded from the warranty are wear and tear due to use, especially on painted surfaces and
countertops, exposure to water on the parts not intended for this purpose, any damage caused by improper handling, use or cleaning, as well as lack of protection against strong heat, chemical or electrical influences. Permanently elastic connections between/on furniture supplied by us and surrounding components must be checked by a specialist at least every 2 years to ensure that they are in good working order and, if necessary, repaired at the customer’s own expense. These inspection dates are to be proven to us by receipts upon request.

(13) In the event of customer-side modifications to the goods by the customer or user or third parties, but also removal/additions/moving with the delivered furniture, the warranty shall expire. Claims for loss of use or the like can generally not be asserted against us.

§7 Liability in other respects

(1) Any further liability for damages than provided for in 6 shall be excluded irrespective of the legal nature of the asserted claim.

(2) The provision under paragraph (1) shall not apply to cases of inability or impossibility.

(3) Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, representatives and vicarious agents.

§8 Retention of title

(1) If the Customer is a merchant, we shall retain title to the object of sale until receipt of all payments arising from the business relationship. In case of breach of contract by the AG,
in particular in the event of default in payment, we shall be entitled to take back the object of sale. The taking back of the object of sale by us shall not constitute a withdrawal from the contract unless we have expressly declared this in writing.

(2) If AG is not a merchant, we shall retain title to the object of sale until receipt of all payments under this contract and further transactions directly related to this contract (e.g. supplementary orders). In the event of conduct in breach of contract on the part of the customer, in particular in the event of default in payment, we shall be entitled to take back the purchase price claim. The taking back by us of the object of sale delivered under reservation of title shall always constitute a withdrawal from the contract, unless expressly agreed otherwise.

(3) The seizure of the object of sale by us shall always constitute a withdrawal from the contract.

(4) After taking back the object of sale, we shall be entitled to realize it; the proceeds of realization shall be credited against the liabilities of the OP less reasonable costs of realization.

(5) The Customer shall be obliged to treat the purchased goods with care. Furthermore, he is obliged to insure them adequately at his own expense against fire, water and theft damage at replacement value. Insofar as maintenance and inspection work is required, the CL must carry this out in good time at its own expense. The Customer shall assign to us by way of security any claims it may have against the insurance companies as a result of a claim.

(6) In the event of seizures or other interventions by third parties, the customer shall notify us in writing without delay so that we can bring an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with 771 ZPO, the AG shall be liable to us for the loss incurred.

(7) The OP shall be entitled to resell the object of purchase if and to the extent that this is done in the ordinary course of business. However, he already now assigns to us all claims in the amount of the
gross final amount of our claim accruing to him from the resale, irrespective of whether the object of sale was resold by him without or after agreement. The AG shall remain authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations and no petition for bankruptcy or composition proceedings has been filed. If this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, the OP is not entitled to sell, give away, pledge or assign by way of security the items subject to retention of title.

(8) The processing or transformation of the object of sale by the Customer shall always be carried out on our behalf. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale to the other processed objects at the time of processing. The same shall apply to the object created by processing as to the object of sale delivered under reservation.

(9) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the item of the OP is to be regarded as the main item, it shall be deemed agreed that the OP shall transfer co-ownership to us on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us.

(10) If the object of purchase is connected as an essential component with a plot of land, building or part of a building owned by the OP or a third party, we shall be entitled to the resulting removal and compensation claims.

(11) We undertake to release the securities to which we are entitled at the request of the OP to the extent that the realizable value of our securities exceeds the claims to be secured by
exceeds more than 20 %. We shall be entitled to select the collateral to be released.

§9 Place of jurisdiction/place of performance

(1) The place of performance for delivery and payment shall be Leinburg.

(2) Insofar as the Customer is a fully qualified merchant, the Nuremberg Regional Court shall be agreed as the place of jurisdiction for any disputes arising from the contract and any legal relationships directly connected therewith (e.g. supplementary orders), including any proceedings involving checks and documents, irrespective of the amount in dispute.

(3) If, after conclusion of the contract, the Customer moves its domicile or usual place of residence outside the area of application of the Federal Republic of Germany, our place of business shall always be the place of jurisdiction. This shall also apply if the AG’s place of residence or usual place of abode is not known at the time the action is brought.