Terms of service

Terms and Conditions (T&C) (The German translation is below)

 

1. General Provisions

1.1 These terms and conditions apply to all deliveries and services provided to business customers. They remain in effect for the duration of the business relationship, which includes any future orders, even if no specific reference is made to them.

1.2 Any different terms and conditions proposed by the Buyer will not apply, even if they are included in the Buyer’s order. These will only be accepted if the Seller expressly agrees to them in writing.

 

2. Offer and Conclusion of Contract

2.1 All offers made by the Seller are subject to confirmation unless they are explicitly stated as firm and time-limited in writing.

2.2 Offers must be made in writing to be valid. The contract is concluded when the Seller either confirms the order in writing or, in the absence of such confirmation, by delivering the goods. Any changes to this agreement require written confirmation from the Seller and will be binding only for the specific individual contract.

2.3 The presentation of goods (items) on the Seller’s website or any other online sales platform is not a legally binding offer. It is an invitation for visitors to purchase the goods. By checking the box 'I accept the Terms and Conditions' during the ordering process on the website, the Buyer places a binding order for the goods (items) listed on the order page under the heading SUMMARY.. The purchase contract is concluded either by the Seller delivering the goods or by the Seller confirming the order in writing (e.g., via email or sending an invoice).

2.4 The Seller reserves the right to refuse an order if it exceeds the credit limit set by the Seller’s trade credit insurer, or if the deductible for claims against the Buyer increases by more than 20% due to reasons within the Buyer’s control. The Seller may also reduce or cancel existing credit limits if there are changes in the Buyer’s financial situation that negatively affect the Seller.

 

3. Delivery, Acceptance, Custom-Made Products

3.1 Unless otherwise agreed between the Seller and the Buyer, shipment shall be made according to Incoterms 2020 DAP (Delivered at Place).

3.2 Nevertheless, delivery/shipping shall be at the Buyer’s expense; any delivery costs paid in advance by the Seller shall be charged to the Buyer. This also applies in cases where EPS insulation boards are delivered in scaffolding bags. The dispatch weights determined at the Seller's factory shall be authoritative.

3.3 Delivery obligations and delivery deadlines shall be suspended as long as the Buyer is in arrears with more than 10% of their payment obligations.

3.4 Additional costs resulting from missing or incorrect delivery information provided by the Buyer (e.g., if unloading is only possible with a crane vehicle) shall be passed on to the Buyer.

3.5 If, at the time of delivery of the goods, the Buyer is not present to accept the goods, contrary to the agreement, the goods shall either be unloaded at the Buyer's direction and risk or, if no direction is given by the Buyer, shall not be unloaded and will be delivered a second time at the Buyer's expense. If the Buyer instructs the Seller to unload the goods without being able to sign the delivery receipt, the Seller shall promptly provide the Buyer with the carrier's delivery receipt. If the Buyer does not object to the delivery receipt within 24 hours after receiving it, later complaints shall be excluded.

3.6 Partial deliveries are permitted unless the partial fulfillment of the contract would be unreasonable for the Buyer.

3.7 Should the quantities of the products delivered differ slightly from the quantities actually ordereddue to the manufacturing process, the Buyer shall not be entitled to refuse acceptance. The Seller will invoice only the quantity actually delivered.

3.8 In the event of non-acceptance of ordered customized shades/tints/tones, fillings, or custom-made products, the Seller shall be entitled – without prejudice to further claims – to charge a lump-sum compensation amounting to 25% of the value of the goods not accepted, unless the Buyer can prove that the Seller has not suffered any damage or that the damage is significantly lower than the lump-sum compensation. Due to the customized production, additional deliveries of up to 10% deviating from the order, and requiring remuneration, cannot be excluded and shall be accepted by the Buyer.

3.9 Delivery shall be made by a carrier appointed by the Seller and on a transport route chosen by the Seller, and, where applicable, from the warehouse designated by the Seller.

3.10 Significant, unforeseeable operational disruptions, missed delivery deadlines, or delivery failures on the part of the Seller's suppliers, for which the Seller is not responsible, as well as operational disruptions due to raw material, energy, or labor shortages, strikes, lockouts, transportation difficulties, traffic disruptions, orders by public authorities, pandemics/epidemics, or cases of force majeure on the part of the Seller and its suppliers shall extend the delivery period by the duration of the impediment to performance, insofar as they are significant for the ability to deliver the goods. The Seller shall notify the Buyer immediately of the beginning and end of such impediments. If, as a result, delivery is delayed by more than one month, both the Buyer and the Seller shall be entitled to withdraw from the contract regarding the affected quantity of goods, excluding any claims for damages. The Buyer's statutory right of withdrawal in the event of delivery disruptions due to circumstances for which the Seller is responsible shall remain unaffected.

 

4. Price

4.1 Unless otherwise agreed in writing, the goods will be invoiced at the price valid on the delivery date requested by the Buyer, which the Seller will also confirm in writing (via an order confirmation, Clause 2.2).

4.2 If the Seller reduces or increases prices periodically after the contract has been concluded but before shipment, the updated prices shall apply to the quantities still to be delivered. In the case of a price increase, the Buyer has the right to withdraw from the contract by written notice without undue delay, but no later than 14 days after receiving the notice of the price increase. This withdrawal does not affect deliveries already made before the price increase notification.

4.3 Extraordinary market and cost changes entitle the Seller to adjust prices accordingly or to terminate the contract extraordinarily.

4.4 Short-term price increases without a specific reason or corresponding agreement are excluded.Let me know if you need any further assistance!

4.5 The Seller will only deliver samples free of charge if explicitly stated in writing to the Buyer.

 

 

 

5. Payment, Invoice

5.1. Payment is to be made exclusively in advance and must be received prior to the delivery of goods or services, unless otherwise agreed in writing.

5.2 Objections to the invoice/credit note must be made by the Buyer in writing within 30 calendar days of receiving them. Sending the notice within this period shall be sufficient. The Seller will inform the Buyer of this deadline in each case. If no objection is made within the specified period, the invoice/credit note shall be deemed approved. The Buyer may request a correction of the invoice/credit note even after the deadline has passed, but must then prove that the invoice/credit note is incorrect.

5.3 The submission of bills of exchange is not considered a cash payment and is only permissible with the Seller's prior consent as payment. Discount charges and bill of exchange charges shall be borne by the Buyer.

5.4 If the Buyer is insolvent or in default of payment, the Seller is entitled to make further deliveries only against advance payment and to immediately declare outstanding claims due.

5.5 The Buyer is not entitled to set off any claims against the Seller's claims unless such claims are undisputed or have been established by a non-appealable court decision.

 

6. Retention of Title

6.1 All goods delivered shall remain the property of the Seller until all liabilities of the Buyer arising from the mutual business relations have been settled in full, including in particular the settlement of any current account balance.

6.2 The Buyer is entitled to dispose of the reserved goods within the scope of its ordinary business operations as long as it meets its obligations to the Seller in a timely manner.

6.3 If the Seller's goods are combined and/or mixed with movable goods, this retention of title shall apply accordingly, with the understanding that the portion of the product created by the combination and/or mixing corresponding to the value of the Seller’s goods shall become the property of the Seller. In the event of processing or transformation of goods delivered by the Seller, regardless of whether additional materials are added, the Seller shall be deemed the manufacturer of the newly created object.

6.4 Upon acceptance of the goods, the Buyer shall assign to the Seller, together with all ancillary rights, its claims against a purchaser arising from the resale and/or combination and/or mixing of the goods belonging to the Seller until all claims have been paid in full. The Seller accepts the assignment of the claim. The Buyer is obliged to provide all necessary information and documents for asserting the assigned claims. In the event of resale of a product that partly belongs to the Seller (Clause 6.3), Clause 6.3 shall apply accordingly.

6.5 The Buyer shall immediately notify the Seller if third parties wish to establish or assert rights to the Seller's reserved goods or its claims.

6.6 The retention of title entitles the Seller to demand the return of the goods subject to retention of title even without setting a deadline in advance in the event of nonperformance.

6.7 If the value of the securities provided to the Seller exceeds the claims by more than 20% in total, the Seller shall, to that extent, be obliged to release them at the Buyer's request. The Seller shall be entitled to choose which claims to release.

6.8 If the retention of title is not effective under the law of the country in which the delivered goods are located, the Buyer shall provide equivalent security at the Seller’s request. If the Buyer does not comply with this request, the Seller may demand immediate payment of all unpaid invoices, regardless of the agreed payment terms.

 

7. Defects / Breach of Duty / Liability

7.1 The agreed quality of the delivered goods shall be determined by the Seller's samples and the statements contained in the respective valid technical information. Insignificant deviations from this, which are production-related and only constitute a minor impairment of usability, shall not constitute a defect eligible for compensation. This applies in particular to minor deviations in color and structure. The Seller's employees are not authorized to guarantee hues and/or structures.

7.2 The Buyer must inspect the goods immediately upon receipt and report any obvious defects without delay. Hidden defects must be reported in writing immediately after their discovery.

7.3 The Buyer must notify the Seller in writing of the non-delivery of the goods to the agreed place and at the agreed time. Late complaints regarding non-delivery of goods will not be accepted.

7.4 In the event of justified defects that have been properly notified, the Seller shall be entitled, at its discretion, to either remedy the defect or take back the goods and redeliver defect-free goods. If both remedies fail definitively, the Buyer is entitled to reduce the purchase price or withdraw from the contract.

7.5 The limitation period for claims based on liability for material defects shall be one year unless the product has been used for a building in accordance with its normal use and caused defects in the building. In this case, the limitation period shall be five years.

7.6 The Seller's oral and written advice on technical applications shall not be binding and shall not constitute liability — including with respect to third-party property rights — and shall not release the Buyer from its own examination of the goods for suitability for the intended purposes. If liability of the Seller nevertheless applies, the provisions of this Clause 7 shall apply accordingly.

7.7 The Seller shall not be liable for defects caused by the Buyer due to improper processing or processing contrary to instructions, use of unsuitable additives, or mixing, blending, or other combination with products from other manufacturers which have not been expressly declared by the Seller in writing as unproblematic.

7.8 In cases of merely negligent breach of duty, the Seller’s liability shall be limited to the foreseeable and typical damage for the contract.

7.9 Further compensation claims by the Buyer (e.g., claims for consequential damages caused by a defect), regardless of their legal grounds, shall be excluded unless due to intent or gross negligence.

7.10 It is presumed that no defects existed at the time of the transfer of risk if the Buyer properly inspected the goods and did not identify or report any defects. However, this presumption may be rebutted if the nature of the goods or the defect is incompatible with this assumption.

7.11 In the case of a right of recourse, claims against the Seller shall only exist if the Buyer has not entered into any agreements with its contractual partner that go beyond the statutory claims for liability for defects. In relation to the Seller, the Buyer must allow the matter to be treated as if the Buyer had implemented all legally permissible contractual options with respect to its contractual partner (e.g., refusal of supplementary performance due to disproportionality or limiting the reimbursement of expenses to a reasonable amount). The Seller shall be entitled to reject any recourse claims from the Buyer, except for claims for the new delivery of the goods, provided the Seller grants the Buyer equivalent compensation for excluding its rights.

7.12 The limitations and exclusions of liability contained in these Terms of Delivery and Payment do not apply to claims for injury to life, limb, or health, or claims resulting from a guarantee of quality or durability assumed by the Seller, or if liability of the Seller is mandatory under statutory provisions, in particular under the Product Liability Act.

7.13 Samples of products made of stone and glass are not binding and only generally show the appearance of the product. Prototypes/working models and fragments can never represent the differences in color, pattern, structure, grain, and texture. Hues of glass panels are only similar to the corresponding hues in the RAL (Deutsches Institut für Gütesicherung und Kennzeichnung e.V.) color table. Natural bulging of natural stone and glass panels, especially due to a so-called sandwich construction, also does not constitute a defect.

 

8. Packaging, Return of Goods

8.1 Unless expressly agreed otherwise, delivery including packaging shall be made in accordance with the provisions of the German Packaging Act (Verpackungsgesetz). The Seller shall not be obligated to take back sales packaging if the Seller is affiliated with widely available disposal systems. Emptied sales packaging shall be disposed of in accordance with the acceptance specifications of the disposal institutions and shall be recycled.

8.2 If the Buyer requests scaffolding bag logistics for the delivery of insulation boards, this shall be at the expense and risk of the Buyer. The attachment of such scaffolding bags may have an impact on the stability of the scaffolding. The Seller is not responsible for checking the suitability of the scaffolding. Liability for any damage or other claims resulting from the unsuitability of the scaffolding for the scaffolding bags is expressly excluded. Materials other than insulation boards or clean offcuts thereof may not be stored in the scaffolding bags.

8.3 Returnable packaging shall be sent back in a clean and usable condition within four weeks from the date of invoice at the expense of the Buyer. If the returnable packaging is not returned or is returned in an unusable condition, the Seller reserves the right to charge the Buyer for the replacement value. In the event of a late return of the returnable packaging, the Seller reserves the right to charge a reasonable fee for overdue use and any wear and tear.

8.4. Exchange pallets are not packaging, but transport items and must be paid for upon delivery. No credit will be issued.

8.5 If the return of goods is agreed, this shall only apply to marketable goods. The return of customized colors and custom-made products is excluded.

 

9. Compliance Regulation

The Buyer shall comply with all relevant and applicable laws, rules, regulations, codes of conduct, guidelines, and statutory provisions, including those that come into force in the future, in particularthose relating to competition, anti-corruption or bribery, and/or export controls.

 

10. Additional agreements, place of performance, and place of jurisdiction

10.1 The provisions of the price lists (e.g., with regard to factory tints/shades, pallet service) shall apply as a supplement. Further additional agreements shall only be valid if they are confirmed in writing by both contracting parties.

10.2 The foregoing terms and conditions shall not be superseded by any trade custom or by tacit acquiescence.

10.3 The possible invalidity of one of the above conditions shall not affect the validity of the other conditions.

10.4 The place of performance for all deliveries shall be Dubai or the respective distributing warehouse. The place of performance for all payments shall be Dubai.

10.5 Any disputes shall be governed by German substantive law, excluding the UN Convention on Contracts for the International Sale of Goods.

10.6 The sole place of jurisdiction for disputes of any kind arising from the delivery relationship shall be the courts at the Seller's place of business, provided that the Buyer is a businessman (Kaufmann) within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law. However, the Seller may, at its choice, also sue the Buyer at the Buyer's general place of jurisdiction.

10.7 The contractual relationship of the Seller with the Buyer shall be subject to confidentiality.