General Terms and Conditions
of KLB Kötztal
Lacke + Beschichtungen GmbH
Artur Kehrle, Patrick Kehrle, Dr. Julian Kehrle
HRB 6349 Memmingen
Place of jurisdiction: Memmingen Germany
Tax number: 9/151/130/50184
VAT ID: DE 170 560 372
§ 1 Validity of the conditions
- Deliveries, services and offers of the Seller are exclusively based on the present terms and conditions. They shall also apply to all future business relations, even if not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services.
- Conflicting terms and conditions shall only apply if this has been agreed in writing. Counter-confirmations issued by the Buyer with reference to his general terms or conditions of purchase are hereby objected to. They shall not become part of the contract even if the Seller does not object to them again and provides the contractually owed delivery/service without reservation.
- Any deviations from these General Terms and Conditions of Sales and Delivery are only effective if the KLB Kötztal Lacke + Beschichtungen GmbH confirms them in writing.
§ 2 Offer and conclusion of a contract
- All our offers are subject to change without notice, unless they are expressly designated as binding in writing. Declarations of acceptance and all orders require the written confirmation by KLB Kötztal Lacke + Beschichtungen GmbH to be legally valid, also in case of changes or additions to an order.
- As far as samples (wet samples, hand samples, sample surfaces) have been supplied for the respective product, building project or offer, the technical and optical characteristics such as colour, texture and surface are deemed to be agreed for the subsequent product supply. If the samples and delivered products are identical, there is no reason for complaint.
§ 3 Payment, payment terms
- The contractual partner may only offset claims from the Seller with undisputed, recognised or legally established counterclaims, or if the counterclaim is ready for decision in the process.
- A right of retention may only be exercised with undisputed, recognised or legally established counterclaims that are based on the same contractual relationship.
- If the Seller becomes aware of circumstances which indicate that the financial conditions of the Buyer have deteriorateed substantially after conclusion of the contract, in particular if the Buyer fails to settle the outstanding debts with the Seller and therefore, payment claims appear to be at risk, KLB Kötztal Lacke + Beschichtungen GmbH is entitled to carry out deliveries exclusively against full or partial payment concurrently or against provision of security. In the event of insolvency, bankruptcy of the customer or an application for the opening of insolvency proceedings against the customer’s assets, the Seller shall be entitled to withdraw from all contracts not yet fulfilled.
§ 4 Delivery and delay in delivery
- Events of force majeure, strikes, lockouts, shortages of raw materials, operational disruptions, riots, war and other circumstances beyond our control that occur at our premises or at those of one of our suppliers entitle us to postpone the execution of orders in whole or in part or to withdraw from the contract without the Buyer being entitled to claim damages.
- If a delivery date has neither been agreed nor provided for in the offer, the delivery time is usually 8 – 14 working days.
- The right to timely and correct self-supply is reserved.
- If the Seller’s delay is based on slight negligence, their liability for damages is excluded, unless it is a matter of injury to life, body or health. Alternatively, in such event, the Seller’s liability for default shall be limited to the typically foreseeable damage.
§ 5 Control, obligation to give notice of defects
The contractual partner is obliged to check the goods for defects, completeness and correctness – also in the case of resale – and to notify any defects in writing without delay.
§ 6 Exclusion of damages, limitation of liability
- If the Seller’s obligation to pay damages is based on the only slightly negligent infringement of inherent contractual obligations, the Seller’s liability for damages, that of their legal representatives and vicarious agents shall be limited to the foreseeable damage typical of the contract, unless it is a matter of damage to life, body or health.
- If the Seller’s obligations to pay damages are based on the only slightly negligent infringement of non-essential secondary obligations, the Seller’s liability for damages, that of their legal representatives and vicarious agents shall be excluded, unless it is a matter of damage to life, body or health.
- In all cases of liability for damages due to negligent infringement of duty, irrespective of the legal basis – unless it is a matter of claims arising from the Product Liability Act – the Seller’s liability for damages shall be limited to the damage foreseeable for them. Alternatively, the Seller’s liability for damages, that of their legal representatives and vicarious agents shall be excluded if they are charged with a slightly negligent infringement of a contractual obligation which, by its nature and consequence, does not endanger the purpose of the contract, unless it is a matter of damage to life, body or health.
- The above provisions shall not apply to claims under the Product Liability Act.
§ 7 Reservation of title
- The Seller retains ownership of the deliverable until all claims arising from the respective underlying delivery contract have been fulfilled.
- In addition, the Seller shall retain title to the deliverables until all – including future – claims arising from the business relationship have been settled.
- In any case, the contractual partner shall be obliged to store the deliverables free of charge with the due care of a prudent merchant.
- Pledging or transfer of ownership by way of security of the goods subject to retention of title is not permitted in all cases.
- In the event of seizure, confiscation or other dispositions by third parties, the Seller must be notified immediately and provided with the documents necessary for an objection.
- The contractual partner shall be entitled to process and resell the deliverable within the scope of proper business conduct as long as it is not in default. Upon conclusion of the purchase contract with the Seller, he shall already assign to the Seller the claims against his customers to which he is entitled from the sale or on any other legal grounds in the amount of the invoice value of the delivered goods subject to retention of title.
- The Seller revocably authorises him to collect the claims assigned to the Seller for the Seller’s account in his own name. This authorisation to collect may only be revoked if the Buyer does not properly fulfil his payment obligations.
- Upon cessation of payments, application for or opening of insolvency proceedings as well as in case of protest against cheques or bills of exchange, the right to sell or collect the assigned claims shall expire. In such cases, the contractual partner shall be obliged to account to the Seller without delay and unsolicited about the reserved goods in question as well as about the assignment of claims.
- Amounts which the contractual partner collects from assigned claims shall be kept separately until they are transferred to the Seller in order to exclude offsetting and/or set-offs against bank accounts with debit balances.
§ 8 Choice of law, place of jurisdiction, severability clause
- The substantive law of the Federal Republic of Germany shall apply to these Terms and Conditions and the entire legal relationship between the Seller and the Buyer. The private international law of the Federal Republic of Germany and the provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
- Insofar as the Buyer is a merchant, a legal entity under public law or a special fund under public law, the Seller’s registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
- Should a provision in these terms and conditions be or become invalid, this shall not affect the validity of all other provisions or agreements.
§ 9 Data transmission to the SCHUFA
The Seller shall transmit the personal data collected within the scope of this contractual relationship concerning the application, execution and termination of this business relationship as well as data concerning non-contractual or fraudulent conduct to SCHUFA Holding AG, Kormoranweg 5, 65201 Wiesbaden, GERMANY. The legal basis for these transmissions is Article 6 paragraph 1 letter b and Article 6 paragraph 1 letter f of the General Data Protection Regulation (GDPR, German “DS-GVO”). Transmissions on the basis of Article 6 paragraph 1 letter f of the GDPR may only be made insofar as this is necessary to safeguard the legitimate interests of the Seller or third parties and does not override the interests or fundamental rights and freedoms of the person concerned, which require the protection of personal data. The exchange of data with SCHUFA also serves to fulfil legal obligations to carry out creditworthiness checks on customers (§ 505a and 506 of the German Civil Code).
SCHUFA processes the data received and also uses it for the purpose of profiling (scoring) in order to provide its contractual partners in the European Economic Area and in Switzerland as well as, if applicable, in other third countries (provided that an adequacy decision has been issued by the European Commission for these) with information, among other things, to assess the creditworthiness of natural persons. More detailed information on SCHUFA’s activities can be found in the SCHUFA information sheet pursuant to Art. 14 of the GDPR or online at www.schufa.de/en/data-privacy/.
Edition: July 2018