General Terms and Conditions of Business of VOCIL German Stretch Ceiling GmbH

Note: This English translation is provided herein for mutual convenience. In the event of any dispute or discrepancy between the German and English texts, the German version shall take precedence.

The business activities of VOCIL Spanndecken concern on commercialisation and installation of stretch ceilings and the corresponding supply. If VOCIL Spanndecken does not agree in written to another agreement, the following General Terms and Conditions of Business will be valid for all contracts.

 

  • §1 Scope of Application

(1) The following terms are valid for all contracts between VOCIL Spanndecken and third parties, especially for contracts regarding deliveries of goods and work contracts. They also apply to all future transactions even if these conditions are not expressly agreed again. Diverging conditions of the contract partner, which VOCIL Spanndecken does not accept explicitly, shall not be binding for VOCIL Spanndecken, even if VOCIL Spanndecken does not explicitly contradict them.

(2) All agreements between VOCIL Spanndecken and the contract partner regarding particular contracts are fixed in written in this contract, these terms and the confirmation order of VOCIL Spanndecken.

 

  • §2 Offer and contract conclusion

(1) The offers of VOCIL Spanndecken are non-binding if VOCIL Spanndecken did not explicitly state them binding in a written form.

(2) Measures, weights, pictures and drawings as well as other materials belonging to VOCIL Spanndecken remain to the property of VOCIL Spanndecken and are only relevant as far as they are especially referred to as binding.

 

  • §3 Deliveries

(1) All delivery dates and deadlines, which are not declared explicitly as binding, are always unbinding indications. Partial deliveries are permitted.

(2) If VOCIL Spanndecken also takes over the service of workmanship, the installation or the mounting of construction materials or elements, the contracting rules for awards of public works, part B (VOB/B) will be the base for the contract. We offer to all contract partner to view the VOB/B and VOB/C in our business rooms.

(3) If VOCIL Spanndecken culpably can’t meet a dead line or is delayed for any other reason, the contract partner must set an appropriate extension period – beginning on the day of receipt at VOCIL Spanndecken of the written notice of delay or in case of the calendar-moderately determined period. If this period ended unsuccessfully, the contract partner may withdraw from the contract.

(4) VOCIL Spanndecken is liable according to the legal regulations subject to the following restrictions, if it is a contract with a fixed date or when the contract partner, due to a delayed delivery caused by VOCIL Spanndecken, is entitled to withdraw from his interest in the fulfilment of the contract

(5) When delivery delay occurs, VOCIL Spanndecken is liable according to the legal regulations to his contract partner, when the delay was caused intentionally or because of gross negligence breach of duty. A fault of any representatives or agents of VOCIL Spanndecken must be attributed to VOCIL Spanndecken. If the delivery delay wasn’t caused intentionally or because of gross negligence breach of contract, the liability of VOCIL Spanndecken is limited for the predictable, typical damages.

(6) If delivery delay occurs because of culpable breach of fundamental contractual duties, VOCIL Spanndecken is liable according the legal provisions, whereby the liability of VOCIL Spanndecken is limited for the predictable, typical damages.

(7) If delivery delay occurs because of culpable breach of not fundamental contractual duties, the contractual partner is entitled to claim an estimated compensation for delay in the amount of 3% of the purchased price but not exceeding 10% of the purchased price, for every completed week of delay.

 

  • §4 Prices

(1) The prices are set out in the price list of VOCIL Spanndecken applicable at the time the contract is concluded. Transport and packing costs are not included in the price and have to be paid from the contract partner.

(2) Unless otherwise agreed with the contract partner, the purchasing price or work price is due upon receipt of the invoice. Deductions from the invoice are not permitted.

 

  • §5 Terms of Payment

(1) Should the agreed period of delivery time exceed 2 months from the time, the contract was concluded, or should the delivery be delayed for over 2 months from the time, the contract was concluded, due to reasons only the contract partner of VOCIL Spanndecken is responsible for or due to reasons, which only concern the risk area of the contract partner, VOCIL Spanndecken is entitled to charge the price valid at the day, where the actual delivery should have taken place. Should the price increase amount more than 5% of the named purchasing price or work price, the contract partner is entitled to withdraw from the contract. The right of withdrawal will be omitted, when the contract partner is not performing the right of withdrawal within a period of 2 weeks, starting with the date of the information about the price increase.

(2) If the contracting partner fails to pay the purchasing price or work price within 30 days after the due date and receipt of the invoice or an equivalent list of payment, he will be in default even without any reminder from VOCIL Spanndecken. Does the purchaser fall behind with a payment, the seller is entitled, starting with the respective date, to charge interest rates in the amount of 5% above the respective basic interest rate of the European Central Bank (EZB). The right of evidence of higher damage is reserved to VOCIL Spanndecken.

 

(3) The contract partner is only entitled to claim offset, even when complaints and counterclaims are enforced, when the counterclaims are legally determined, from VOCIL Spanndecken accepted or indisputable. The contract partner is only authorized to practise the right of retention, when his counterclaim concerns the same contract.

 

  • §6 Transfer of risk – shipping and packaging

(1) Loading and shipping shall take place uninsured at the risk of the contract partner. VOCIL Spanndecken shall make an effort to take the wishes and interests of the contract partner into account with regard to the type of shipment and shipment route; additional costs caused thereby, even with agreed free delivery – will be charged to the contract partner.

(2) Is the delivery delayed based on request or default of the contract partner, VOCIL Spanndecken will store the goods (except of stretch ceilings) at the contract partners risk and expense. In this case, the announcement that the shipment is ready to delivery, is set equal to the shipment.

 

  • §7 Delivery return

Returning goods is only possible with a prior approval, any costs must be paid by the returning party. Processing fees will be charged at the amount of 20% of the value of the goods. If a credit note for the returned goods was agreed with VOCIL Spanndecken, the following applies: a credit note for returned stretch ceilings and damaged parts is excluded. All costs for verifications, repairs and repackaging of the goods will be deducted from the credit note, as far as they exceed 20% of the value of the goods.

 

  • §8 Warranty / Liability

(1) The contract partner must examine the received goods on completeness, damages in transit, obvious defects, quality and characteristics. Obvious defects are to be claimed in written from the contract partner within 5 days after the handover of the contracted goods to VOCIL Spanndecken.

(2) VOCIL Spanndecken is not obliged to warranty, when the contract partner has not indicated an obvious defect in written in time. As far as a defect on the goods occurs, caused by VOCIL Spanndecken, claimed in written in time from the contract partner, VOCIL Spanndecken is obliged – to the exclusion of the contract partner’s rights to cancel the contract or to reduce the purchase price or work price – to supplementary performance, unless VOCIL Spanndecken is entitled to refuse the supplementary performance. The contract partner needs to grant VOCIL Spanndecken a reasonable period of time for supplementary performance for every single defect.

(3) While supplementary performance is being done, any reduction or withdraw from the contract by the contract partner is excluded.

(4) Claims for damages because of defects can only be enforced by the contract partner, when supplementary performance failed or VOCIL Spanndecken refuses any supplementary performance.

(5) Further liability is excluded regardless of the legal nature of the enforced claim. Insofar as the liability of VOCIL Spanndecken is excluded or limited, this shall also apply to personal liability of his board, employees, workers, staff, representative agents and vicarious agents.

 

  • §9 Reservation of title

(1) VOCIL Spanndecken reserves ownership of the goods (reserved goods) until receipt of all payments from the contracts.

(2) The contract partner shall make immediate written notification to VOCIL Spanndecken about any third-party access of the properties of VOCIL Spanndecken, particularly about any measures of execution as well as all restrictions of the property of VOCIL Spanndecken.

(3) If the contract partner fails to fulfil his payment obligations despite a reminder of VOCIL Spanndecken, VOCIL Spanndecken is entitled to require the reserved goods which are still property of VOCIL Spanndecken without setting a prior deadline. The resulting transport costs need to be paid by the contract partner.

 

  • §10 Data collection according to Article 13 DSGOVO

(1) VOCIL German Stretch Ceiling GmbH collects your data for the execution of contract, for the performance of contractual and precontractual obligations as well as for direct advertising.

(2)The data collection and data processing is necessary for any contract proceeding and is based on Article 6 (1b) DSGOV. Disclosure of data to third parties will not take place. All data will be deleted, as soon as they are not required any more for their purpose of proceeding.

(3) You have the right to disagree the use of your data for direct advertising at any time. Furthermore, you are entitled to request all information about all personal data we have stored as well as rectification when personal data is incorrect or erasure when data storage was unauthorised. You have always the right to appeal at the relevant supervisory authority.

 

  • §11 Final provisions, applicable law

(1) The relationship between the contracting parties is solely governed by the law of the Federal Republic of Germany. The use of the Uniform Law on the International Sale of Goods and the Uniform Law on the formation for contracts for the international Sale of Goods are excluded. The exclusive place of jurisdiction for the enforcement of claims to VOCIL Spanndecken, no matter which legal reason, is the competent court in Bad Kissingen.

(2) The contract partner is not allowed, to assign claims of contracts with VOCIL Spanndecken without agreement of VOCIL Spanndecken.

(3) Should one clause of this General Terms and Conditions of Business be or become invalid or impracticable, the validity of the General Terms and Conditions of Business shall not be affected thereby in all other respects.