Generel Terms and Conditions
Generel Terms and Conditions as of 02.11.2021
General Terms and Conditions of Sale, Contract for Work and Delivery of Owuhem GmbH
November issue 2021
I. Validity of the conditions
1. Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relationships, even if they are not expressly agreed again.
2. Any other terms and conditions shall only apply if they are expressly confirmed by us.
3. Deviations from these terms and conditions are only effective if we confirm them in writing.
II. Offers and conclusion of contract
1. Our offers are subject to change without notice and are non-binding.
2. contract shall only be concluded with our written order confirmation.
3. Verbal promises, brochures and advertising statements, in particular drawings, illustrations, dimensions, weights and other performance data do not include any assumption of the quality risk for certain product characteristics or guarantee statements. They are only binding if this is expressly agreed in writing.
4. Ancillary agreements are only binding if they are confirmed in writing.
III. Price
1. Unless otherwise stated, we shall be bound by the prices contained in our offer for 30 days from the date shown on the offer. The prices stated in our order confirmation plus the respective statutory value added tax shall be decisive.
2. All our prices are subject to change.
3. Shipping costs will be charged at 1% of the respective value of the goods, at least € 8, or at cost.
4. Packaging costs shall be charged at a further 1% of the respective value of the goods.
IV. Terms of payment
1. Unless otherwise agreed in writing, our invoices are payable net cash within 30 days of the invoice date.
2. A payment shall only be deemed to have been made when we can dispose of the amount.
3. In the event of a default in payment on the part of the client for which he is responsible, we shall be entitled to demand payment of the entire remaining debt, even if we have accepted cheques. In the event of a significant deterioration of the client's assets, we shall be entitled to demand advance payments or securities.
4. The client shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the client is only entitled to withhold payment on the basis of counterclaims arising from the same contractual relationship. Even in the case of an ongoing business relationship, each individual order shall be regarded as a separate contractual relationship.
V. Delivery and performance time
Delivery dates that have been agreed as binding or non-binding must be in writing. The delivery dates stated in our order confirmation are our shipping dates.
If the customer requests changes to the order, in particular to the technical specifications, after the order confirmation has been issued, the delivery period shall not commence until the change has been confirmed.Agreed delivery periods shall be extended appropriately in the event of unforeseeable hindrances beyond our control, such as strikes and lock-outs, operational disruptions, delays in the delivery of essential input material, irrespective of whether these hindrances occur at our premises or those of our subcontractors. We are entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period.
We are entitled to make reasonable partial deliveries. If we are in default with the delivery after a written reminder and setting of a grace period, the client may withdraw from the contract. Other claims due to delay, in particular for damages, are excluded. This exclusion shall not apply if and to the extent that the delay has been caused by us, one of our legal representatives or one of our vicarious agents intentionally or by gross negligence.If dispatch is delayed at the request of the customer, we shall be entitled to invoice him for the costs incurred due to storage, starting one month after notification of readiness for dispatch, and in the case of storage in our works at least 1⁄2% of the invoice amount for each month or part thereof. Furthermore, we are entitled to dispose otherwise of the delivery item after setting and fruitless expiry of a reasonable deadline and to supply the client with a reasonably extended deadline. If the client does not accept the goods, we are entitled to demand compensation for the additional expenses incurred by us and to withdraw from the contract after expiry of a grace period of 14 days. Further claims for damages on our part due to culpable breach of duty on the part of the client shall not be excluded by this.
VI. Retention of title
1. The goods delivered by us shall remain our property until all our current claims against the client as well as future claims, insofar as they are connected with the delivered goods, have been fulfilled.
2. The customer is entitled to resell the goods owned by us (goods subject to retention of title) in the ordinary course of business. He hereby assigns to us all claims arising from this resale, irrespective of whether the goods subject to retention of title are resold without or after processing or whether they are combined with real estate or other movable property or not. If the goods subject to retention of title are resold after processing or together with other goods that do not belong to us or if they are combined with real estate or other movable property, the customer's claim against its customers shall be deemed to have been assigned in the amount of the delivery price agreed between the customer and us for the goods subject to retention of title.
3. The client is authorised to include this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected, but we undertake not to do so as long as the principal duly meets his payment obligations. If the principal makes use of the right to collect, we shall be entitled to the collected proceeds in the amount of the delivery price agreed between the principal and us for the reserved goods.
4. Processing or transformation of the goods subject to retention of title shall be carried out for us as manufacturer in accordance with § 950 BGB (German Civil Code) without obligating us. If the goods owned by us are processed with other items, we shall acquire co-ownership of the new item in the ratio of the market value of our goods to the value of the other processed items at the time of processing. The customer shall keep the new item in safe custody for us free of charge with the care customary in the trade.
5. We shall release the securities to which we are entitled insofar as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.
VII. Warranty
1. The warranty period is 12 months from the date of delivery. This shall not apply in the event of liability on our part due to intent, in which case the statutory warranty period shall apply.
2. The goods delivered by us must be inspected immediately after arrival at the place of destination with the care of a prudent businessman. The obligation to inspect shall also apply if type or type samples are sent.
3. The quality of the goods shall be deemed to have been approved if a notice of defect is not received within 14 days of the arrival of the goods at the place of destination. Defects which cannot be discovered within this period even after careful inspection must be notified immediately after their discovery.
4. Furthermore, we shall not be liable for the consequences of repair work carried out by the customer or third parties.
5. A warranty for normal wear and tear is excluded. Furthermore, it does not apply to damage that occurs after the transfer of risk by the client or third parties as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials, chemical, electrochemical or electrical influences. The product specifications must be observed.
6. In order to carry out the warranty, we reserve the right, at our discretion, to repair or replace the defective component. In the event of notification of the order, we reserve the right, at our discretion, to repair or replace the defective component.
7. In the event of notification by the customer that the components do not comply with the warranty, we shall demand, at our discretion, that the defective part be sent to us free works for repair.in the event of warranty work not being carried out on our premises and not during normal business hours, working time and travel expenses shall be paid at our standard rates.
8. If parts of a delivery item have been replaced within the scope of the warranty, the restart of the warranty period shall only apply to the replaced parts.
9. Prior to the implementation of the warranty, we must be given the opportunity to inspect the component. If the defect cannot be determined during an inspection, the costs of the inspection shall be borne by the customer.
10. The customer shall grant us the necessary time to remedy the defect within a reasonable scope.
11. If the rectification of the defect fails after a reasonable period of time for reasons for which we are responsible, the customer may, at his discretion, withdraw from the contract or demand a reduction of the remuneration.
12. Only the direct client is entitled to warranty claims against us and these are not transferable. We only assume warranty for the components delivered by us.
13. The above paragraphs exclusively contain the warranty regulations for our goods and exclude other warranty claims of any kind. The description of the products, their use, possibilities and performance data are subject to technical changes.
VIII. Confidentiality
Unless expressly agreed otherwise in writing, information submitted to us in connection with orders shall not be deemed confidential.
IX. Technical changes
We reserve the right to make technical changes at any time, provided that this does not impair the usability of the device for the contractually intended purposes. However, we are not obliged to make such changes even to products already delivered.
X. Packing
For defects in the packaging for which we are responsible and damage demonstrably resulting therefrom, we shall be liable exclusively within the scope of the cover provided by our liability insurance, which has been taken out to the usual extent with an appropriate sum insured for property damage and personal injury. Any further liability is expressly excluded unless there is intentional or grossly negligent action on our part or on the part of one of our vicarious agents.
XI. Release from liability
Claims for damages on whatever legal grounds against us and our vicarious agents are excluded, unless there is intentional or grossly negligent action on our part or on the part of one of our vicarious agents. This shall not apply if we have assumed a guarantee for the quality of the delivery item. The above exclusion or limitation of liability shall not apply in the event of culpably caused damage resulting from injury to life, limb or health.
XII. Return of goods
Should we agree to take back goods, this is only possible with an RMF number to be obtained from the respective account manager.
XIII. Conditions of Purchase
For all contracts in which we are on the buyer's or purchaser's side, these terms and conditions shall not become the subject matter of the contract. Our terms and conditions of purchase shall apply exclusively.
XIV. Applicable law, place of jurisdiction, partial invalidity
1. The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship between the client and us.
2. Insofar as the client is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, Gießen shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
3. Should a provision in these terms and conditions or a provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
Langgöns, the 02. November 2021
Cancellation Terms for Seminars
If the seminar is cancelled up to 4 weeks before the start, a cancellation fee of 50% of the seminar price will be charged.
If the seminar is cancelled up to 2 weeks before the start, a cancellation fee of 75% of the seminar price will be charged.
If the seminar is cancelled within 1 week of the start, the full seminar price (100%) will be charged.
Gießen, 4th October 2024.