The following terms and conditions shall apply solely and exclusively to all contracts of the client with Global Glassworld Markus Rumpf (hereinafter referred to as GGW) for services, delivery of goods and projects, unless otherwise agreed in writing within the scope of the order and confirmed in writing by GGW.
- The following General Terms and Conditions shall apply in all legal relationships between us and our customers and suppliers (hereinafter referred to as “Customers”).
- Any conflicting or deviating terms and conditions of the Customer shall not become part of the contract, even if we execute a contract without having expressly objected to such terms and conditions.
2. contract initiation and conclusion
- Our offers are subject to confirmation.
- We are entitled to accept contract offers from our customers within 2 weeks of receipt. We may declare acceptance in writing or by delivery of the goods or performance of the service.
3. purchase price, set-off, retention, assignment
- Insofar as an agreement between the contracting parties on the consideration is sufficient for the effective conclusion of the contract, the prices shown in our price list on the day of the conclusion of the contract shall apply, as well as any discounts agreed with the customer, if the contracting parties have agreed on the consideration for the services to be rendered by us, but not on the amount of the price. All prices are ex works.
- we can demand down payments to a reasonable extent for services / deliveries rendered or held in stock. Permissible partial deliveries shall be invoiced immediately; the invoices shall be due for payment in each case immediately, or after expiry of agreed payment periods.
- The customer may only offset our claims against undisputed or legally established claims. The customer shall not be entitled to exercise a right of retention against our claims arising from a contract on account of another claim not arising from this contract.
- The commercial right of retention pursuant to § 369 HGB (German Commercial Code) shall not apply to the customer. The customer may not assign his claims against us to third parties, notwithstanding the provisions of § 354a HGB.
4. Delivery, Transfer of Risk, Packaging
- Unless we have expressly agreed a delivery date as a binding delivery period, the delivery dates stated by us are only non-binding. A delivery period shall commence upon our receipt of all documents from the customer required for the execution of the order. In the event of a delay in delivery, our customer may only withdraw from the contract if he has granted us a reasonable period of grace for delivery of at least three weeks and this period has expired fruitlessly.
- we deliver by providing the goods at our place of business, packaging, transport, insurance exclusive. In the case of collection from the place of delivery, the customer or his agents shall be responsible for loading the vehicle and observing the statutory regulations regarding the transport of hazardous goods.
- If shipping has been agreed in individual cases, we shall always ship the goods at the customer’s request in accordance with § 447 BGB (German Civil Code) at the customer’s risk and expense.
- Insofar as our employees assist in loading and unloading activities outside our contractual scope of performance, they shall act on the sole instructions of the customer. Any damage caused to the goods or otherwise shall therefore be borne by the customer.
- The packaging of our goods remains our property, unless it is disposable packaging. The customer is obliged to return it immediately.
5. reservation of proprietary rights
- the purchased goods become the property of the customer only when the customer has fulfilled all his obligations arising from the business relationship with us. If the customer is a consumer, the ownership is transferred to him when he has fulfilled our claim from this business.
- the reservation of title shall also remain in force if individual claims of ours are included in a current account and the balance has been struck and acknowledged.
- the taking back of the reserved goods shall only constitute a withdrawal from the contract if we expressly declare this in writing. If we withdraw from the contract, we may demand reasonable compensation for the period during which the goods are made available for use.
- If the customer is an entrepreneur, the following shall apply: The customer shall be entitled to resell the goods in its ordinary course of business. He already now assigns to us all claims in the amount of our invoice amount, which he acquires from the resale against a third party. We accept the assignment. After the assignment, the customer is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the customer does not properly meet his payment obligations and is in default of payment. The same shall apply with regard to the customer’s claim resulting from a processing of the reserved goods. The customer may not make any other dispositions than those mentioned, in particular he may not pledge the reserved goods elsewhere or assign them by way of security. The processing of the goods by the customer shall be carried out in our name and on our behalf. If processing is carried out with items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods delivered by us to the other processed items. The same shall apply if the goods are mixed with other objects not belonging to us. 5.
- As long as the customer duly fulfils his obligations towards us, he shall be entitled to further use the goods subject to retention of title in the ordinary course of business; this shall not apply, however, if and to the extent that a prohibition of assignment with respect to the purchase price claim has been agreed between the customer and his customers. The customer is not authorized to pledge, assign as security or otherwise encumber the goods. 6.
- in the event of non-compliance with the terms of payment, unauthorized dispositions, a significant deterioration in the financial situation of the customer, bill of exchange and check protests and if the customer himself or a third party files for insolvency proceedings against him, we shall be entitled to take possession of the goods subject to retention of title, to process them and to sell them and for this purpose to enter the premises of the customer, to demand relevant information as well as necessary inspection of his books.
- in the event of a resale, the customer is obliged to agree a retention of title with his customer without disclosing the retention of title agreed with us.
- the customer hereby assigns to us the claims against third parties arising from the resale of the goods subject to retention of title as security for all our claims. If the customer sells goods in which we have only partial ownership pursuant to 5.4, he shall assign to us the claims against the third parties for the corresponding partial amount; we accept the assignment. If the customer uses the goods subject to retention of title within the scope of a contract for work and services (or a similar contract), he shall assign to us the claim for compensation for work and services in the amount of the value of the goods delivered by us; we accept the assignment. 9.
- The customer shall be authorized to collect the claims from a further use of the reserved goods in the ordinary course of business. If we have concrete cause for concern that the customer does not or will not properly fulfill his obligations to us, the customer shall, at our request, notify his customers of the assignment, refrain from any disposal of the claims, provide us with all necessary information about the stock of goods owned by us and about the claims assigned to us, and hand over to us the documents for asserting the assigned claims. We must be informed immediately of any access by third parties to the goods subject to retention of title and the assigned claims.
6. Warranty, Guarantee
- If the customer is an entrepreneur, we shall initially provide warranty for defects in the goods at our discretion by repair or replacement delivery. If the customer is a consumer, the right to choose shall pass to us upon expiration of a reasonable period of time set by us for the consumer to declare the choice. We shall be entitled to refuse the type of supplementary performance chosen if it is only possible at disproportionate cost and the other type of supplementary performance remains without significant disadvantages. If the subsequent performance fails, the customer may, at its option, demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal). The customer’s right to claim damages or reimbursement of expenses in the statutory manner in addition to withdrawal shall remain unaffected, with the exception of the restrictions on the customer’s claims for damages in accordance with Clause 2.
- the processing of our glass as well as the quality and defect processing with regard to defects shall be governed by the relevant DIN regulations and manufacturer’s guidelines in each case in the version valid at the time the offer is made. Deviations in design, dimensions, contents, thicknesses, weights and color shades that are customary in the trade and / or due to production or material shall not constitute a defect unless the requirements of § 444 BGB (German Civil Code) are met. This also applies to interference phenomena, double pane effects, anisotropies, reflection distortions, multiple reflections, condensations on external surfaces, nickel sulfide inclusions and fractures. For tolerances, DIN standards and, as a substitute, our factory standards apply.
- Nickel sulfite inclusions: in thermally toughened glass, i.e. toughened safety glass, nickel sulfide inclusions can cause so-called spontaneous cracks. When such spontaneous breakage is triggered, the glass actually breaks without any detectable external influence. The original cause of spontaneous breakage is in the glass itself. The nickel sulfide inclusions, which are so small that they can hardly be seen with the naked eye, expand under certain circumstances, causing breakage. Due to the product, the pane then shatters “explosively” into countless crumbs, or crumbled glass parts can fall out of the holder and / or frame. Note: No warranty or liability can be accepted for this glass property. Untested ESG panes can be destroyed by spontaneous cracks even after 5-10 years and more. If breakages should occur, these do not represent a reason for complaint. Any claims are excluded. This also applies to consequential damages!
- the “Guideline for assessing the visual quality of glass for the building industry” and the “Guideline for assessing the visual quality of enameled and screen-printed glass” shall be authoritative for the determination of quality-related defects in their respective regulatory areas.
- The notice of defect provided for by the statutory duty to give notice of defects pursuant to § 377 of the German Commercial Code (HGB) can only be effectively given in writing by the entrepreneur-customer. The further legal requirements of § 377 HGB remain unaffected. Irrespective of this, warranty claims of the customer shall be excluded if the customer does not give written notice of obvious defects within a period of 2 weeks, calculated from receipt of the goods until dispatch of the notice of defects. 5.
- The delivery of a defect-free item for the purpose of subsequent performance shall in principle only be made concurrently with the handover of the defective item. We shall be entitled to refuse the replacement delivery if the customer has already made long-term use of the defective item. If the customer can nevertheless demand a replacement delivery, we shall be entitled to claim compensation for the value of the benefits derived by the customer and to refuse subsequent performance until the respective amount has been paid.
- If we provide services in the search for defects, in the inspection of defects or in the rectification of defects without our service having been defective and we have notified our customer of this or of causes of an alleged defect not relating to our service, the customer shall reimburse us for the costs incurred by us in the search for defects and in the inspection of defects and in the rectification of the defect.
- The limitation period for claims of the customer under warranty is one year, in cases where the warranty is based on the sale of an item that has been used in accordance with its normal use for a building and has caused its defectiveness, five years. The limitation period always begins with the delivery of the sold item. § 479 BGB remains unaffected.
7. Liability, Statute of Limitations
- in cases of contractual and non-contractual liability, we shall pay damages or compensation for futile expenses only in accordance with the following rules:
- We shall be liable for damages in the full amount in the event of intent and gross negligence.
- In the absence of a quality for which we have given a guarantee or which we have warranted to the customer, we shall be liable only to the extent of the foreseeable, typical damage which was to be prevented by the guarantee or warranty, unless the absence of the guaranteed / warranted quality is itself due to intent / gross negligence.
- In the case of slightly negligent breaches of duty, our liability shall be limited to the foreseeable, contract-typical, direct average damage according to the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. We shall not be liable to business customers in the event of a slightly negligent breach of immaterial contractual obligations. Any further claims against us or our agents, in particular for damages or reimbursement of expenses, on whatever legal grounds, shall be excluded.
- The above limitations of liability shall not apply to claims of the customer under the Product Liability Act and in the event of bodily injury or damage to health attributable to us or in the event of loss of life of the customer.
- Other statutory exclusions of damages shall remain unaffected.
- For all claims of the customer against us for damages or reimbursement of futile expenses in the case of contractual and non-contractual liability – except in cases of personal injury, intent and gross negligence – a limitation period of one year shall apply.
- If we do not perform our service for reasons for which the customer is responsible, the customer shall pay damages in the amount of 10% of the agreed price. The customer is at liberty to prove that we have incurred no or only minor damages. If we have incurred a higher damage, we are not bound to the lump sum.
8. Place of performance, place of jurisdiction, choice of law, severability clause
- if our customer is a merchant, a legal entity under public law or a special fund under public law, the following shall apply: the place of performance of the services to be rendered by us and by our customers and the place of jurisdiction for all disputes shall be our registered office.
- German law shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods.
- 3. should individual clauses of these general terms and conditions be invalid or incomplete in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.
In the course of the necessary protective measures due to the emerging Corona epidemic (viral disease), our suppliers may experience operational disruptions that affect our supply chain. In addition, any plant closure or restriction necessitated by the virus may also result in planning or delivery delays at our company.
Compliance with the planning, delivery and assembly deadlines agreed in the above-mentioned contract (contract deadlines) may be jeopardized by incorrect or untimely self-supply, as well as possible plant closures or breakdowns and restrictions as a result of the Corona virus epidemic (“Corona disruptions”). The Contractor shall prove these circumstances to the Client accordingly. It is agreed that proven Corona hindrances shall be considered as force majeure or other circumstances unavoidable for the Contractor pursuant to § 6 para. 2 no. 1c VOB/B or § 7 para. 1 VOB/B.
Status August 2021