General Terms and Conditions
I. General Terms and Conditions
1. We deliver exclusively based on the following General Delivery and Payment Conditions. We hereby explicitly reject any of the buyers' General Terms and Conditions and Conditions of Purchase, unless we explicitly consent to their applicability in writing.
2. Our offers are subject to alteration. To become effective, any oral agreements require their written confirmation.
II. Prices and Payment Conditions
1. a) Our prices, unless otherwise agreed on in writing, are plus statutory value-added tax and do not include the cost of shipping. b) Our prices do not include statutory sales tax, which will be listed on the invoice separately. Persons as defined in Article 310 Section 1 Sentence 1 of the German Civil Code BGB (entrepreneurs, legal entities governed by public law, or a separate estate under public law) shall be invoiced the sales-tax rate applicable at the time of shipment.
2. Term of payment in Germany: 14 days from the date of invoice without deduction
Term of payment for other countries: 100 % payment in advance
3. In the event of a default in payment, we are entitled to charge interest in the amount of 9% above the base rate plus a lump sum of 40 Euro according to Article 288 Section 5 Sentence 2 of the German Civil Code (BGB). We reserve the right to furnish proof of greater damages caused by the default in payment.
4. In the event of the buyer falling behind with a payment due in whole or in part, and upon the expiry of a reasonable period of grace granted by us, we are entitled to withdraw from the contract. Our right to withdraw from the contract shall also apply, when circumstances become known that may call into question the buyer's credit standing. Shall we withdraw from the contract, we are entitled to have the goods delivered by us labeled, separately stored, and collected at the buyer's expense. The buyer hereby agrees to granting the person entrusted by us with the collection access to the premises, where the goods are stored, to this effect on foot or by vehicle.
III. Retention of Title
1. The goods delivered by us shall remain our property until all payments resulting from the specific order have been settled in full. In the case of entrepreneurs and other entities according to Article 310 Section 1 Sentence 1 of the German Civil Code (BGB), the goods shall remain our property until all claims arising from the business relationship with the buyer based on any legal grounds have been settled.
2. The buyer agrees to only selling the reserved goods in the normal course of business, at their standard terms and conditions, and if not being in default of any payment. The buyer is only entitled to resell the reserved goods under the provision that any claims arising from such a resale according to Numbers 3 to 5 below are transferred to us. The buyer has no right to dispose of the reserved goods in any other way.
3. The buyer here and now assigns all claims from a resale of the reserved goods to us, regardless of whether the reserved goods are sold to one or several buyers. The buyer remains entitled to collect all payments from the resale until this right is revoked at our discretion. The buyer is by no means entitled to assign the claims to any third party.
4. At our request, the buyer, unless we do so ourselves, is under the obligation to inform their buyer of the transfer of the claims to us immediately, to provide proof of the notification, and together with the latter all information and documents necessary to collect the payments arising from the claims assigned to us.
5. The buyer is required to inform us of seizure or any other interference by third parties without delay. In the event of the buyer defaulting a payment, violating any other contractual agreements, or us having knowledge that calls into question the buyer's credit standing, we are entitled to deny the resale of the reserved goods, and to demand their return or the concession of indirect ownership at the buyer's cost. If the goods have already been resold, but have not yet been paid for in full or in part, we can demand payment directly from our buyer's customer.
IV. Period of Delivery
1. Our delivery times, as a matter of principle, are only approximate and not binding. Any other agreements on a binding delivery period must be put in writing explicitly. If we cannot deliver on time, we shall inform the buyer immediately.
2. Should the delivery be delayed for reasons caused by us and if an adequate period of grace granted to us by the buyer has expired, the buyer may withdraw from the contract. This does not give the buyer any claims to damages due to breach of duty, unless we or our agents have acted grossly negligent or intentionally.
3. Unforeseen events outside of our responsibility, as for example a lack of energy, delays in the supply of essential components and other materials, difficulties in importation, interruptions of operations and transport, strikes, lockouts, or force majeure, lead to an appropriate extension of delivery times. Should we be unable to deliver even after such an appropriate extension, this gives both, the buyer and ourselves, the right to withdraw from the contract. The buyer is not entitled to the payment of any damages. Claims for damages on the part of the buyer are excluded. In the event of ourselves withdrawing from the contract, we shall immediately reimburse the buyer for any payments made up to date.
V. Shipping and Transfer of Risk
1. Shipping ex works is at the expense of the buyer. We will select the type and route of shipment. We are only obliged to take out a transport insurance if explicitly requested by the buyer in writing. The cost of such an insurance is borne by the buyer.
2. Shipment takes place according to our best knowledge excluding any liability on our part, particularly, we do not take responsibility for changes to and deterioration of the goods occurring during transport or because of inappropriate storage.
3. Risk is transferred to the buyer as soon as the goods have left our premises or the shipping warehouse, even if we bear the costs for other services, as for example freight-paid shipment, delivery, or the like. Once we have notified the buyer that the goods have been sent or are ready for collection, the risk is transferred to the buyer, if they do not request delivery or collect the goods and an adequate period of grace has been granted and expired to no avail.
4. Disclosure of personal data for processing the order: In the case of transport provider UPS (United Parcel Service Deutschland Inc. & Co. OHG, Görlitzer Straße 1, 41460 Neuss) delivering the goods, we provide them with your E-mail address before the delivery of the goods for coordinating the time of delivery or being notified about the status of your shipment.
VI. Breach of Duty due to Faults, Liability, and Guarantee
1. The buyer must inspect the goods directly upon receipt and notify us of any faults detected immediately, but at the latest within three working days upon receipt of the goods, by E-mail, fax, or letter. If this does not happen, the goods are deemed to be approved.
2. Our liability extends to the goods being exempt of faults corresponding to the latest state of technology.
3. As far as we have claims against our suppliers, liability is fulfilled by transferring these claims to the buyer, who hereby agrees to accepting such a transfer should the case arise. The buyer is not entitled to the reimbursement of costs from the enforcement of claims against a supplier, if possible cost-incurring measures, particularly the initiation of legal proceedings, have not been coordinated with us beforehand.
4. If claims against the supplier cannot be established or if the supplier refuses to accept liability towards the buyer, our liability is restricted to supplementary performance, that is replacement or repair. The buyer must present us with the faulty goods or the parts replaced. If the supplementary performance has not been successful or if we are unable to provide it, the buyer has the right to withdraw from the contract or to reduce the purchase price.
5. The limitation period for our liability for faults towards entrepreneurs or other entities according to Article 310 Section 1 Sentence 1 of the German Civil Code (BGB) is one year upon delivery of the goods.
6. Claims of the buyer other than the above-mentioned and regardless of their legal grounds are excluded. We shall assume liability according to the legal provisions, as far as any claim to damages is based on intention, or gross negligence including willful intent or gross negligence of our representatives or agents.
If we are not culpable of the intentional violation of the contract, the liability for damages is restricted to foreseeable and typical damages.
In the event of a culpable breach of a duty, whose fulfillment is what makes it possible to properly implement the contract in the first place and in whose fulfillment the parties to the contract may usually trust (essential contractual obligation), we accept liability in accordance with the statutory provisions. In this case, the liability for damages is limited to foreseeable and typical damages. The liability arising from culpable injury of life, limb, or health shall remain unaffected. This also applies to mandatory liability according to German product liability law.
7. Besides the guarantee set forth in the law, BlowerDoor GmbH offers you a total of four years of guarantee for the complete BlowerDoor measuring system (BlowerDoor measuring fan including reducing rings and fan cover, DG-700, mounting frame and nylon panel, speed controller, tube set, and accessory bag). The guarantee starts the day the measuring system is purchased. It takes into account all claims under guarantee submitted to BlowerDoor GmbH in writing during the period of guarantee.
Should a claim under guarantee require the measuring equipment to remain at the premises of BlowerDoor GmbH for more than 7 days, customers upon request will be loaned a corresponding replacement for the duration of the repairs. BlowerDoor GmbH will bear the cost of shipping to the client’s premises on the basis of standard cost of freight. Upon repair and on receipt of the repaired measuring device, customers shall send the measuring device loaned to them back to BlowerDoor GmbH at their own expense immediately. The costs as well as the risk of loss or damage on the way to or from the point where the claims under guarantee are accepted are borne by the respective shipping party.
Claims under guarantee cannot be considered when the measuring device or the object under guarantee has not been operated according to specifications, e.g. has not been properly handled or stored, in particular also when the operating instructions have not been observed or maintenance has been neglected, when the measuring device or the object under guarantee has been opened or repaired by non-authorized workshops or other people, when the measuring device or the object under guarantee shows damages that can be traced to wear or tear.
In accordance with this guarantee, BlowerDoor GmbH shall only provide guarantee services if the guarantee case is immediately and without any delay communicated to BlowerDoor GmbH in writing.
This guarantee shall not cover consequential damages, in particular financial losses for the customer caused by failure of the equipment.
Upon completion of the guarantee service, ownership of the parts replaced shall fall to BlowerDoor GmbH.
VII. Place of Performance, Place of Jurisdiction
1. Place of performance for both parties to the contract is Springe.
2. Place of jurisdiction for both parties to the contract is Springe.
VIII. Final Provisions
1. Deliveries abroad are also governed exclusively by German law. The UN Sales Convention does not apply.
2. In the case of our buyers exporting our goods to areas outside of the Federal Republic of Germany, we shall not be held liable, if our products violate the property rights of third parties. Any damages caused by the export of our goods, as far as they have not been supplied to them for export, are to be paid by the buyer.
3. Should any of the provisions of this contract be invalid or incomplete, this shall not affect the validity of the remaining provisions.