Terms and conditions

§ 1 General – Scope

• Our Terms and Conditions of Sale shall apply exclusively; we do not recognise any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing.
• These Terms and Conditions of Sale shall also apply to all future business transactions between the parties and even if we carry out the deliveries to customers without reservation with knowledge of deviating or conflicting terms and conditions.
• Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law within the meaning of § 310 Sec. 1 BGB.

§ 2 Offer – Offer documents

• If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept it within 2 weeks.
• We reserve the property rights and copyright to illustrations, drawings, calculations and other documents. This also applies to written documents that are designated as „confidential“. The customer requires our express written consent before transmitting them to third parties.

§ 3 Prices – Conditions of payment

• Unless otherwise stated in the order confirmation, our prices from the current „Ex Works“ price list (INCOTERMS 2020) shall apply. A current price list can be requested at any time.
• Statutory value added tax is not included in our prices; it will be stated separately in the invoice at the statutory rate on the day of invoicing.
• The deduction of a discount requires a special written agreement.
• Unless otherwise stated in the order confirmation or the invoice, the net purchase price (without deduction) shall be due for payment within 14 days of the invoice date. The statutory provisions governing the consequences of default in payment shall apply.
• Due to the simplification of electronic invoicing, the invoice will be sent by e-mail to the invoicing e-mail address stored in your customer account or communicated to us. An invoice e-mail address must be provided to us when the order is placed.
• The customer shall only be entitled to offset rights if its counterclaims have been established by a court of law, are undisputed or have been recognised by us. In addition, the customer shall be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

§ 4 Delivery time

• The start of the delivery period stated by us is conditional upon the clarification of all technical questions.
• Compliance with our delivery obligation also requires the timely and proper fulfilment of the customer’s obligation. We reserve the right to plead non-performance of the contract.
• If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved.
• Wherever the prerequisites of Section (3) exist, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s default.
• We shall be liable in accordance with the statutory provisions provided that the underlying purchase contract is a relative fixed transaction pursuant to §§ 323 Sec. 2 No. 2, 281 BGB or a fixed trade purchase within the meaning of § 376 HGB. We shall also be liable in accordance with the statutory provisions wherever, as a consequence of a delay in delivery for which we are responsible, the customer is entitled to assert that its interest in the further performance of the contract has ceased to exist.
• We shall also be liable in accordance with the statutory provisions wherever the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. Wherever the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
• We shall also be liable in accordance with the statutory provisions provided that the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
• Furthermore, in the event of a delay in delivery caused by us not intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of lump-sum compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value.
• Further legal claims and rights of the customer remain reserved.

§ 5 Transfer of risk – Packaging costs

• Unless otherwise stated in the order confirmation, delivery „Ex Works“
  (INCOTERMS 2020) is agreed.
• Separate agreements shall apply to the return of packaging.
• If the customer so desires, we shall cover the delivery by transport insurance; the customer shall bear the costs incurred in this respect.

§ 6 Liability for defects

• Claims for defects on the part of the customer are conditional upon the customer having properly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). We do not accept any liability for damage that occurs because of failure to observe our handling guidelines (available at www.korte-profiles.com/concave-mouldings/#handling or /drip-strips/#handling or /spitters/#handling).
• If there is a defect in the purchased item, the customer shall be entitled, at its discretion, to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of the defect or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, provided that these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.
• If the subsequent performance fails, the customer shall be entitled to demand withdrawal from the contract or a reduction in price at its discretion if the statutory prerequisites are met.
• We shall be liable in accordance with the statutory provisions wherever the customer asserts claims for damages that are based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Provided that we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
• We shall be liable in accordance with the statutory provisions wherever we culpably breach a material contractual obligation; in this case, too, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
• Where the customer is entitled to claim compensation for damage instead of performance, our liability shall be limited to compensation for the foreseeable, typically occurring damage, also within the scope of Section (3). The necessity of expenses for the removal of defective goods and the installation of non-defective goods must be explained and proven by the customer. For this purpose, the actual costs incurred for the reasonably undertaken measure must be proven in a comprehensible statement of account.
• Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act (ProdHaftG).
• Unless otherwise stipulated above, liability is excluded.
• Claims for defects shall become statute-barred 12 months after the transfer of risk. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, limb and health which are based on an intentional or negligent breach of duty by the user. Where longer periods are prescribed by law in accordance with § 438 Sec. 1 No. 2 BGB (buildings and items for buildings), § 445 b Sec. 1 BGB (right of recourse) and § 634a Sec. 1 BGB (construction defects), these periods shall apply. Our consent must be obtained before any goods are returned.

§ 7 Total liability

• Any further liability for damages than provided for in § 6 is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, from other breaches of duty or from tortious claims for compensation for property damage pursuant to § 823 BGB.
• The limitation according to Section (1) shall also apply if the customer demands reimbursement of useless expenses instead of a claim for damages.
• Where our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.

§ 8 Retention of title

• We retain ownership of the purchased item until receipt of all payments under the delivery contract. In the event of conduct by the customer in breach of the contract, in particular in the event of default in payment, we shall be entitled to take back the object of sale. Our taking back of the object of sale shall constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to realise it; the proceeds of realisation shall be set off against the customer’s liabilities less reasonable realisation costs.
• The customer is obliged to treat the object of purchase with care; in particular, it is obliged to sufficiently insure it at its own expense against fire, water and theft damage at replacement value. Wherever maintenance and inspection work is required, the customer must carry this out in good time at its own expense.
• In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can file a lawsuit in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
• The customer is entitled to resell the object of sale in the ordinary course of business; however, it already assigns to us all claims amounting to the final invoice amount (including VAT) of our claim, that accrue to it from the resale against its customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorised 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 its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, 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.
• The processing or transformation of the object of sale by the customer shall be carried out for us in all cases. 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 (final invoice amount, including VAT) to the other processed objects at the time of processing. In all other respects, the same shall apply to the object created by processing as to the object of sale delivered under reservation.
• If the object of sale is inseparably mixed 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 (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers 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.
• The customer also assigns to us the claims to secure our claims against it that arise against a third party through the connection of the object of sale with a plot of land.
• We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.

§ 9 Place of jurisdiction – Place of performance

• If the customer is a merchant, our registered office shall be the exclusive place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his or her place of residence.
• The law of the Federal Republic of Germany shall apply; the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
• Unless otherwise stated in the order confirmation, our registered office shall be the place of performance.

§ 10 Precedence of the German General Terms and Conditions

• If the German version of the GTC and the English translation of the GTC contradict each other in any way, the German version shall take precedence.