§ 1 Definitions
In these General Terms and Conditions of Sale the following definitions apply:
- CONDIO means the CONDIO GmbH, a German entity with headquarter at Miele Str. 4, 14542 Werder (Havel), Germany, registered under no. HRB 12275 (Local District Court (Amtsgericht) Potsdam)
- Customer means any legal entity or individual who purchases Goods from CONDIO
- Goods refers to articles that CONDIO has supplied to the Customer or has agreed to supply
- Order means Customer’s order for the Goods to which these General Conditions are incorporated by reference
- Contract means any agreement concluded between CONDIO and its Customer that implies these General Terms and Conditions of Sale
- Parties means CONDIO and Customer
§ 2 Scope of Application
- These General Terms and Conditions of Sale shall apply exclusively. Differing or contrary terms or conditions of the Customer shall not apply except if agreed upon in writing.
- These General Terms and Conditions of Sale shall also govern all future transactions between the Parties and shall also apply if CONDIO performs delivery despite its knowledge of differing or contrary terms.
- These General Terms and Conditions of Sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
- Trade Compliance
The fulfillment of contractual obligations (deliveries and services) is subject to the provision that no applicable national, European, or international export control regulations, such as embargoes, sanctions, or other prohibitions and restrictions, prevent such fulfillment.
The Customer undertakes to provide all information and documents necessary for export or shipment.
§ 3 Offer, Acceptance
- Insofar as the Order constitutes an offer within the meaning of § 145 German Civil Code (Bürgerliches Gesetzbuch) CONDIO is entitled to accept the offer within two weeks.
- The Customer shall provide along with the Order: company name, address, value added tax-ID, the basic data of commercial register (registration authority, register number) and bank account data. Upon the first demand of CONDIO, the Customer shall promptly provide CONDIO with a current excerpt from the commercial register of Customer.
§ 4 Prices, Payment
- CONDIO’s prices are " Free Carrier – Graf-Zeppelin Str. 1, 14542 Werder (Havel), Germany” (FCA, Incoterms 2020) plus the respective statutory value added tax, unless expressly agreed otherwise.
The purchase price is due and payable net within 14 days from the date of the invoice. From the due date default interest in the amount of 9 % above the respective base interest rate of the Deutsche Bundesbank p. a. shall accrue. CONDIO reserves all rights to claim further damages for delay.- All claims relating to invoices must be notified in writing with documentary evidence to CONDIO within seven days from the date of invoice. Otherwise, the invoice shall be deemed approved.
§ 5 Offset, Retainer
The Customer shall be entitled to offset only insofar as the Customer’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The Customer is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 6 Delivery
- For deliveries by CONDIO, the clause Free Carrier – Graf-Zeppelin Str. 1, 14542 Werder (Havel), Germany” (FCA, Incoterms 2020) applies.
- Any quoted delivery dates are indicative only. CONDIO shall not be liable for any delay in delivery of the Goods, and a delay will not entitle the Customer to terminate, cancel or refuse to accept such delayed delivery. CONDIO shall notify the Customer of a possible delay without undue delay.
- In case of default in acceptance or other breach of duties to cooperate by the Customer, CONDIO is entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the Customer at the time of such default or breach of duty to cooperate.
§ 7 Retention of Title
- CONDIO retains title to the Goods until receipt of payments of all payments in full.
- The Customer shall handle the Goods properly and professionally in accordance with the information in the specification.
- As long as the purchase price has not been completely paid, the Customer shall immediately inform CONDIO in writing if the Goods become subject to rights of third persons or other encumbrances.
- The Customer may resell Goods subject to the above retention of title only in the course of his regular business. For this case, the Customer hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to CONDIO. Notwithstanding CONDIO’s right to claim direct payment the Customer shall be entitled to receive the payment on the assigned claims. Insofar CONDIO agrees not to demand payment on the assigned claims to the extent the Customer complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any default of payments.
§ 8 Warranty
- Precondition for any warranty claim of the Customer is the Customer’s full compliance with all requirements regarding inspection and objection established by § 377 German Commercial Code (Handelsgesetzbuch).
- In case of non-conformity of the Goods the Customer is entitled to alternative performance in the form of subsequent improvement or delivery of conforming Goods. If such alternative performance has failed, the Customer is entitled to reduce the purchase price or to withdraw from the contract in respect of non-conforming goods.
§ 9 Liability
- In case of intent or gross negligence by CONDIO or its representatives or servants (auxiliary persons) CONDIO shall be liable according to the applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentional CONDIO’s liability for damages shall be limited to the typically predictable damage.
- CONDIO’s liability for culpable damage to life, body or health as well as CONDIOS’s liability under the Product Liability Act shall remain unaffected.
- Any liability not expressly provided for above shall be disclaimed.
§ 10 Confidentiality
- The Customer undertakes to treat all information and materials disclosed by CONDIO or otherwise obtained in the course of the cooperation between the Parties as confidential.
- The Customer is only entitled to name CONDIO as a reference for third parties with the prior written consent of CONDIO.
§ 11 Force majeure
- “Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a Party from performing one or more of its contractual obligations under the contract, if and to the extent that that Party proves: (a) that such impediment is beyond its reasonable control; and (b) that it could not reasonably have been foreseen at the time of the conclusion of the contract; and (c) that the effects of the impediment could not reasonably have been avoided or overcome by the affected Party.
- A Party successfully invoking this clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party.
- Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party.
§ 12 Applicable law, Jurisdiction
- Each Contract shall be governed by the laws of the Federal Republic of Germany (excluding the UN-Convention on Contracts for the International Sale of Goods).
- Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with the Contract shall be Potsdam (Germany).