General Terms and Conditions of Sale of Northcomp GmbH, Hückeswagen

Status: 12/07/2011

§ 1 Scope of application

(1) These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognise terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

(2) These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, insofar as they are legal transactions of a related nature.

§ 2 Offer and conclusion of contract

If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.

§ 3 Documents provided

We reserve the right of ownership and copyright to all documents provided to the customer in connection with the placing of the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in § 2, these documents must be returned to us immediately.

§ 4 Prices and payment

(1) Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate. Packaging costs shall be invoiced separately.

(2) Payment of the purchase price must be made exclusively to the account specified in the invoice. The deduction of a discount is only permitted if a special written agreement has been made.

(3) Unless otherwise agreed, the purchase price must be paid within 10 days of delivery. Interest on arrears shall be charged at a rate of 8% p.a. above the applicable base rate. We reserve the right to assert higher damages caused by default.

(4) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labour, material and distribution costs for deliveries made 1 month or later after conclusion of the contract.

§ 5 Offsetting and rights of retention

The customer shall only be entitled to set-off if his counterclaims have been recognised by declaratory judgement or are undisputed. The customer is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 6 Delivery time

(1) The commencement of the delivery period stated by us is subject to the timely and proper fulfilment of the customer's obligations. The defence of non-performance of the contract remains reserved.

(2) If the customer is in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

(3) In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the scope of a lump-sum compensation for delay amounting to 1% of the delivery value, but not more than 10% of the delivery value.

(4) Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.

§ 7 Transfer of risk on despatch

If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when the goods leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of fulfilment or who bears the freight costs.

§ 8 Retention of title

(1) We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the object of purchase if the customer is in breach of contract.

(2) The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. 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 (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.

(3) The purchaser is authorised to resell the goods subject to retention of title in the normal course of business. The customer hereby assigns to us the customer's claims from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including the applicable statutory value added tax). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorised to collect the claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as the customer fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.

(4) The treatment and processing or remodelling of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the expectant right of the customer to the object of sale shall continue to apply to the remodelled object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created in safe custody for us. To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.

(5) We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20 %.

§ 9 Warranty and notification of defects and recourse/manufacturer recourse

(1) Warranty rights of the purchaser presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). For wheels and castors, the terms of use stated in the current catalogue (No. 6/2010) apply and also represent the limits of our warranty.

With regard to chair and furniture components, we would like to point out that we provide a warranty for components from our programme that have been properly installed, used as intended and not modified. The products manufactured from these components must comply with the guidelines of the Federal Institute for Occupational Safety and Health and the relevant German, European or international standards. Otherwise there shall be no warranty claims.

(2) Warranty claims shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The above provisions shall not apply if longer periods are prescribed by law. Our consent must be obtained prior to any return of the goods.

(3) If, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity for subsequent fulfilment within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction.

(4) If the subsequent fulfilment fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

(5) Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.

(6) Claims on the part of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a location other than the customer's branch office, unless the transfer corresponds to their intended use.

(7) The customer shall only have a right of recourse against us insofar as the customer has not made any agreements with his customer that go beyond the statutory mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the purchaser's right of recourse against the supplier.

§ 10 Miscellaneous

(1) This contract and the entire legal relationship between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of fulfilment and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

(4) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills the gap.

Northcomp GmbH

Hückeswagen

Status: 26/03/2025