(2) On its website, B+R provides information and documents about itself and its products and services. This is done with the utmost care. Nevertheless, B+R cannot guarantee enduring availability of products and services. Nor can B+R guarantee the correctness and completeness of the information and documents on the website or frictionless use of the website. Furthermore, regarding B+R's liability, the provisions of Part II § 11 shall apply.
All texts, images, drawings, etc. on the website are protected by copyright. They may not be used without the prior written consent of B+R. In particular, they may not be edited, reproduced, distributed, or otherwise made publicly accessible. This applies for both commercial and non-commercial uses.
In addition, for the use of the information and documents (e.g. product data sheets, samples of tender texts, or drawings) provided for download free of charge in the "Download Center", the following terms and conditions apply. By clicking on the download button, the user agrees to these terms.
(1) Any delivery, service, offer, and acceptance of offers by B+R Glazing GmbH (B+R) is made exclusively on the basis of these General Terms and Conditions of Sale and Delivery (GTS). The GTS are an integral part of all contracts concluded between B+R and its contractual partners and customers (customers) for deliveries and services offered by B+R. They shall also apply to all future deliveries, services, or offers to the customer, even if B+R does not refer to them in each individual case or if they are not separately consented to again.
(2) These GTS shall apply exclusively. Any deviation, conflict, or supplementary terms and conditions of the customer or a third party are hereby rejected. They shall only become effective towards B+R if and to the extent that B+R has expressly given its written consent to their validity. This requirement of consent shall apply in any case, for example even if B+R performs the delivery or provides the service to the customer or a third party in the knowledge of the customer’s or third party's terms and conditions or if B+R refers to a communication that contains or refers to the terms and conditions of the customer or a third party.
(3) These GTS apply exclusively to companies (§ 14 German Civil Code), legal entities under public law, or special funds under public law according to § 310 para. 1 German Civil Code.
(4) References to the applicability of statutory provisions serve only the purpose of clarification. Even without such clarification, the statutory provisions shall therefore apply if they are not directly amended or expressly excluded in these GTS.
(1) All offers made by B+R are subject to change without notice and are non-binding unless they are expressly marked as binding or contain a specific period of acceptance.
(2) Orders or commissions placed by the customer are deemed to be a binding offer of contract. They shall only be deemed accepted by B+R if and insofar as they are accepted in writing by B+R within 14 days of receipt of the order or commission.
(3) The customer is responsible for the accuracy, content, and scope of the order or commission. The customer is responsible for providing B+R with any necessary information regarding the ordered goods or the commissioned service within a reasonable period of time so that the order or commission can be executed in accordance with the contract.
(4) The legal relationship between B+R and the customer is governed solely by the written contract and these GTS. This contract is to contain all agreements between the parties regarding the subject matter of the contract. Verbal agreements made by B+R prior to the conclusion of the contract shall not be legally binding and verbal agreements made by the parties prior to the conclusion of the contract shall be added to or replaced in the written contract, unless it is expressly stated in each case that they shall continue to be binding.
(5) Amendments and modifications to the agreements made between the parties, including these GTS, must be made in writing. The written form requirement in accordance with the preceding sentence shall not apply to amendments and supplements to the agreements made between the parties if B+R expressly or implicitly informs the customer that a corresponding agreement is binding even without compliance with the written form requirement.
(6) Information provided by B+R on the object of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances, and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximately significant unless the contractually agreed purpose requires exact conformity. They are not guaranteed quality characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components by equivalent parts are permissible insofar as they do not impair the contractually intended purpose.
(7) B+R retains ownership and / or copyright of all offers and cost estimates submitted by it. This also applies to drawings, technical documents, illustrations, calculations, brochures, catalogs, models, tools, and other documents and auxiliary means made available to the customer. The customer may not make these available to third parties (either as such or in terms of content), disclose them, use them itself or through third parties, or reproduce them without the express written consent of B+R. Upon B+R's request, the customer shall return these items in full to B+R and destroy any copies that may have been made if they are no longer required by the customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of usual data backup.
(8) If goods have to be manufactured or otherwise processed by B+R and the customer has submitted a specification for this purpose, the customer shall indemnify B+R against any loss, damage, costs, or other expenses which B+R has to pay or is prepared to pay because the contractual processing of the goods has been found to be in breach of a patent, copyright, trademark, or other industrial property right of a third party as a result of the customer's specifications.
(1) Unless otherwise stated in the order confirmation or in B+R's binding offer, the remuneration stated therein shall apply to the scope of deliveries and services listed. Additional or special deliveries or services are remunerated separately. The remuneration is in EUR ex works (EX WORKS, INCOTERMS 2020), plus the statutory value added tax (VAT). Insofar as B+R is prepared to provide the delivery or service at another location, the customer shall bear the costs of transport, packaging, and insurance, and, in the case of export deliveries, customs duties as well as fees and other public charges.
(2) B+R reserves the right, after notifying the customer in a timely manner and prior to execution of the delivery or provision of the service, to increase the remuneration for the object of delivery or service in such a way as is necessary due to general external price increases outside of its control (such as exchange rate fluctuations, currency regulations, changes in customs rates, significant increases in labor, material, or manufacturing costs) or due to changes in suppliers, and ensures a reduction in the remuneration if external costs (e.g. customs duties) are reduced or completely eliminated.
(1) Unless otherwise stated in the order confirmation or in B+R's binding offer, invoices are to be paid by the customer within 14 days of receipt of the invoice without any deductions. The date of receipt by B+R shall determine the date of payment. Payments are to be made via bank transfer. Payment by bill of exchange or cheque shall not be recognized as fulfillment of the payment obligation.
(2) If the customer fails to make payment when due, interest shall be charged on the outstanding amounts from the due date at a rate of 9 percent above the applicable base interest rate p.a.; the right to claim higher interest rates and further damages in the event of default shall remain unaffected. The customer is entitled to provide evidence that B+R has incurred no or only minor damage as a result of the delay in payment.
(3) If, after the conclusion of the contract, B+R becomes aware of circumstances which are likely to substantially reduce the creditworthiness of the customer, as a result of which the payment by the customer of B+R's outstanding claims under the contractual relationship is in jeopardy, B+R is entitled to demand advance payment or provision of a security prior to providing outstanding deliveries or services.
(4) Offsetting against counterclaims of the customer or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.
(1) Delivery of goods is ex works (EX WORKS, INCOTERMS 2020). Delivery of goods is made in such a way that the customer takes delivery of the goods at B+R's business premises during B+R's business hours as soon as B+R has notified the customer that the goods are ready for collection.
(2) Deadlines and dates for deliveries and services provided by B+R shall always apply only approximately, unless a fixed deadline or a fixed delivery or service date has been expressly agreed upon. If the shipment of goods has been agreed, delivery periods and delivery dates shall refer to the time of handover of the goods to the forwarding agent, carrier, or other third party commissioned with the transport.
(3) B+R may - without prejudice to its rights arising from default on the part of the customer - demand from the customer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period during which the customer fails to meet its contractual obligations towards B+R.
(4) If B+R fails to deliver on time, the customer will set B+R a grace period in writing, after the expiration of which it may withdraw from the contract. Instead of delivery, the customer may claim damages.
(5) If the customer is in default of acceptance of the delivery or service on the due date, it must nevertheless pay the agreed remuneration. In such cases, B+R shall store the object of the delivery or service at the risk and expense of the customer. At the request of the customer, B+R shall insure the object of delivery or service at the expense of the customer.
(6) B+R is not liable for impossibility of delivery or service or for delays in delivery or service insofar as these are caused by force majeure (war, civil unrest, terror, epidemics or pandemics, industrial action [also in third-party companies] or in the case of official measures due to the aforementioned events) or other events not foreseeable at the time of conclusion of the contract (e.g. operational breakdowns of any kind, difficulties in the procurement of materials or energy, transport delays, lawful lockouts, shortages of labor, energy, or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which B+R is not responsible. If such events make it considerably more difficult or impossible for B+R to deliver and the hindrance is not only of temporary duration, B+R is entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, the customer may withdraw from the contract by immediately notifying B+R in writing.
(7) B+R is entitled to provide partial deliveries and services if
(1) The place of fulfillment for all obligations arising from the contractual relationship is the registered office of B+R, unless otherwise specified.
(2) At the request and expense of the customer, the goods can be shipped to another destination (sales shipment). The method of shipment and packaging is at the discretion of B+R.
(3) The customer accepts the risk of loss of or damages to goods as follows:
If the goods are delivered at B+R's premises (EX WORKS, INCOTERMS 2020) at the moment B+R informs the customer that the goods are ready for collection.
(4) Storage costs after transfer of risk are to be borne by the customer. In the event of storage by B+R, the storage costs shall amount to 0.25% of the invoice amount of the goods to be stored per lapsed week. The right to claim and provide evidence for further or lower storage costs is reserved.
(5) Goods to be shipped are to be insured by B+R against theft, breakage, transport, fire, and water damage, or other insurable risks only at the express request of the customer and at the customer's expense.
(6) Insofar as acceptance has to take place, the delivery or service is deemed to have been accepted when
(1) The customer shall support B+R to the extent agreed upon and necessary for the required delivery or service.
(2) The customer shall provide B+R with the components, documentation, information, and data required for the delivery or service and specified on the basis of the scope of delivery or service. The components, documentation, information, and data must be available to GB+RP in a final and binding version at the agreed upon time. B+R is not obliged to check the components, documentation, information, and data provided to it to ensure that they are free of defects or error.
(3) The customer shall additionally store the components, documentation, information, and data provided to B+R so that it can be reconstructed without delay in the event of damage or loss.
(4) The planning, documentation, and other documents to be prepared by B+R with regard to the deliveries and services is to be checked and approved by the customer before B+R performs the delivery or provides the service. This shall also include the review and release of prototypes, trial types, and models as well as production and series releases.
(1) Notwithstanding the delivery and the transfer of risk and other provisions of these GTS, the ownership of the delivered goods shall not be transferred to the customer until the entire purchase price for the goods has been paid (reserved goods).
(2) If the customer acts in breach of contract - in particular if the customer is in default of payment of the purchase price - B+R shall have the right to withdraw the reserved goods after it has set a reasonable deadline for the customer to comply with their contractual obligations. The transport costs incurred for taking back the reserved goods shall be borne by the customer. If B+R takes back the reserved goods, this constitutes a withdrawal from the contract. Reserved goods taken back by B+R may be exploited by it. The proceeds of the exploitation shall be offset against the amount owed by the customer to B+R after B+R has deducted a reasonable amount for the costs of exploitation.
(3) The customer must store the reserved goods properly and separately from its own property and that of third parties. Furthermore, the goods must be handled with care and clearly marked as being property of B+R. The goods must be sufficiently insured by the customer at the customer’s own expense against fire, water, and theft. If maintenance and inspection work is required, the customer must carry this out in good time at the customer’s own expense.
(4) The customer may use the reserved goods and resell them in the ordinary course of business as long as it is not in default of payment towards B+R. However, it may not pledge the reserved goods or assign them by way of security. The customer hereby assigns to B+R in full, by way of security, the customer's claims for payment against its customers arising from a resale of the reserved goods, as well as the customer's claims with respect to the reserved goods that arise against its customers or third parties for any other legal reason (in particular claims arising from tort and claims for insurance benefits). B+R accepts this assignment.
The customer may collect these claims assigned to B+R in its own name on behalf of B+R as long as B+R does not revoke this authorization. This shall not affect B+R's right to collect these claims itself. However, B+R shall not collect the claims itself and shall not revoke the authorization to collect as long as the customer duly meets its payment obligations.
However, if the customer behaves in breach of contract - in particular if it is in default of payment of a claim for remuneration - B+R may demand that the customer inform B+R of the assigned claims and the respective debtors, inform the respective debtors of the assignment, and provide all documents to B+R as well as provide all information B+R requires to collect the claims.
(5) Any processing or transformation of the reserved goods by the customer is to be carried out in the name of and for the account of B+R. If the reserved goods are processed with other items that do not belong to B+R, B+R is to be granted co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. To the new item created by processing the same regulations shall apply as for the reserved goods.
If the reserved goods are inseparably combined or mixed with other items not belonging to B+R, B+R is to be granted co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the reserved goods are combined or mixed in such a way that the customer's item is to be regarded as the main item, the customer and B+R hereby agree that the customer shall transfer co-ownership of this item to B+R on a pro rata basis. B+R hereby accepts this transfer.
The customer shall hold the sole ownership or co-ownership of an item thus created in safekeeping for B+R.
(6) In the event of seizure of the reserved goods by third parties or other interventions by third parties, the customer must clearly mark B+R's property and notify B+R immediately in writing so that B+R can enforce its ownership rights. If the third party is unable to reimburse B+R for any judicial or extrajudicial costs incurred in this connection, the customer is liable for these costs.
(7) Upon request by the customer, B+R is obliged to release the securities to which it is entitled to the extent that their realizable value exceeds the value of its outstanding claims against the customer by more than 10%. The choice of securities to be released shall be made by B+R.
(8) In the case of deliveries to other countries outside Germany in which the above provisions on retention of title do not have the same security effect as in Germany, the customer shall take all necessary measures and make all necessary declarations which are necessary and conducive to the effectiveness and enforceability of a retention of title in accordance with the above provisions.
(1) The warranty period will extend one year from the date of delivery or provision of the service or, if acceptance is required, from the date of acceptance, unless longer warranty periods are mandated by law. This period shall not apply to claims for damages by the customer arising from injury to life, body, or health or from intentional or grossly negligent breaches of duty by B+R or its agents, for which the time period is determined in each case in accordance with the statutory provisions.
(2) Delivered goods are to be inspected carefully by the customer immediately upon receipt. With respect to obvious defects or other defects that would have been apparent upon immediate, careful inspection, the goods are deemed to have been approved by the customer if B+R does not receive a written notice of defect within seven (7) working days after delivery. With regard to other defects, the goods are deemed to have been approved by the customer if the notice of defect is not received by B+R within seven (7) working days after the time at which the defect became apparent. However, if the defect was already apparent to the customer at an earlier time during normal use, this earlier time is determining for the commencement of the period for giving notice of defect.
(3) In the event of material defects in delivery or services, B+R is obligated and entitled to rectify the defect or provide a replacement delivery or service at its discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unacceptability, refusal, or unreasonable delay of the rectification or replacement delivery or service, the customer may withdraw from the contract or reasonably reduce the agreed remuneration.
(4) If a defect is due to the fault of B+R, the customer may claim damages under the conditions stipulated in § 11.
(5) B+R is entitled to make the service owed dependent on the customer paying the remuneration due. However, the customer is also entitled to retain a part of the remuneration that is reasonable in relation to the defect.
(6) The customer shall give B+R the time and opportunity required for the service owed, in particular to provide the object of delivery or service subject to complaint for inspection purposes. In the event of a replacement delivery or service, the customer shall return the defective object of delivery or service to B+R in accordance with the statutory provisions. Subsequent performance shall neither include the removal of the defective object of delivery or service nor its re-installation if B+R was not originally obligated to install it.
(7) The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs (excluding removal and installation costs), are to be borne by B+R if a defect actually exists. Otherwise, B+R may demand reimbursement from the customer of the costs incurred as a result of the unjustified request for rectification of the defect (in particular inspection, transport, travel, labor, and material costs, removal and installation costs), unless the lack of defectiveness was not apparent to the customer.
(8) In the event of defects in components from other manufacturers and suppliers which B+R cannot remedy for licensing or material reasons, B+R shall choose whether to assert its warranty claims against the manufacturers and suppliers for the account of the customer or to assign them to the customer. In the event of such defects, warranty claims against B+R shall only exist under the other conditions and in accordance with the provisions of these GTS if legal enforcement of the aforementioned claims against the manufacturer and supplier have been unsuccessful or are futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the relevant warranty claims of the customer against B+R is suspended.
(9) The warranty shall not apply if the customer modifies the object of delivery or service without the consent of B+R or has it modified by third parties and the elimination of the defect becomes impossible or unreasonably difficult as a result. In any case, the customer shall bear the additional costs of remedying the defect resulting from the modification. The same shall apply if the object of delivery or service is based on a description or specification of the customer. Parts, material, or other items manufactured by or on behalf of the customer shall also be excluded from the warranty, unless the manufacturer of these parts, material, or other items assumes responsibility towards B+R.
(10) The warranty does not cover defects in the object of delivery or service that arise due to faulty installation or use, misuse, negligence, or any other reason.
(11) Any delivery of used items agreed with the customer in individual cases is excluded from the warranty for material defects.
(1) Claims of the customer against B+R for infringement of industrial property rights or copyrights of third parties (property rights) are excluded insofar as the infringement of property rights is caused by special specifications, instructions, provisions, or designs of the customer, by an application not foreseeable by B+R, or by the fact that the deliveries or services are modified by the customer or used together with deliveries not executed by B+R or with services not provided by B+R. The customer is responsible for carrying out research with regard to property rights insofar as they concern designs and supplies provided by the customer or if the customer has given specific specifications or instructions.
(2) If the requirements of § 10 para. 1 are not met, B+R is obligated to provide the delivery or service without infringing on the propery rights of any party in Germany and the European Union. In the event that an object of delivery or service infringes the aforementioned property rights of a third party, B+R shall, at its discretion and at its expense, modify or replace the object of delivery or service in such a way that the rights of a third party are no longer infringed, while the object of delivery or service continues to fulfill the contractually agreed functions, or procure the right of use for the customer by concluding a license agreement. If B+R does not succeed in doing so within a reasonable period of time, the customer is entitled to withdraw from the contract or to reduce the agreed remuneration appropriately. Any claims for damages by the customer are subject to the restrictions of § 11. The aforementioned provisions shall not apply if the infringement of property rights is due to the customer's provision of designs and supplies or to specific specifications or instructions by the customer. In this case, the customer shall decide whether the right of use is to be procured by concluding a license agreement or whether the work is to be continued, insofar as this is possible, in a form that excludes an infringement of those property rights. In this case, the customer shall bear any additional costs resulting from this.
(3) In the event of infringements of property rights by components of other manufacturers and suppliers supplied by B+R, B+R shall, at its discretion, assert its claims against the manufacturers and suppliers for the account of the customer or assign them to the customer. In such cases, claims against B+R shall only exist in accordance with this § 10 if the judicial enforcement of the aforementioned claims against the manufacturers and suppliers was unsuccessful or is futile, for example due to insolvency.
(1) B+R's liability for damages, irrespective of the legal grounds, in particular for impossibility, default, defective, or incorrect delivery or service, breach of contract, breach of ancillary obligations, breach of obligations during contractual negotiations, and tort, is limited or excluded in accordance with the provisions of this § 11, insofar as fault is relevant in each case.
(2) B+R shall not be liable in the event of simple negligence on the part of its organs, legal representatives, employees, or other agents and vicarious agents, unless this involves a breach of material contractual obligations. Material contractual obligations are the obligation to perform the delivery or service in a timely manner, the freedom of the object of delivery or service from defects of title (taking into account § 10) as well as such material defects that impair its functionality or usability more than insignificantly, as well as consulting, protection, and care obligations that are intended to enable the customer to use the object of delivery or service in accordance with the contract or are intended to protect the life and body of the customer's personnel or to protect the customer's property from significant damage.
(3) B+R shall not be liable for unavoidable consequences of force majeure in accordance with § 5 para. 6.
(4) Insofar as B+R is liable for damages on the merits in accordance with this § 11, this liability is limited to damages that B+R foresaw as a possible consequence of a breach of contract at the time the contract was concluded or that it should have foreseen by exercising due care. Indirect damage and consequential damage resulting from defects in the object of delivery or service shall also only be compensable insofar as such damage is typically to be expected when the object of delivery or service is used for its intended purpose.
(5) The above exclusions and limitations of liability shall apply to the same extent in favor of B+R's organs, legal representatives, employees, and other agents and vicarious agents.
(6) Insofar as B+R provides technical information or acts in an advisory capacity and such information or advice is not part of the contractually agreed scope of delivery or service owed by it, this is to be done free of charge and to the exclusion of any liability.
(7) The limitations of this § 11 shall not apply to B+R's liability for intentional conduct, for guaranteed characteristics, for injury to life, body, or health or under the German Product Liability Act.
(8) The statutory provisions on the burden of proof shall remain unaffected by the above limitations or exclusions of liability.
(9) Insofar as B+R is obligated to pay a contractual penalty due to an event leading to damages, the latter is offset against the claim for damages.
(1) The customer shall use all documents (including samples, models and data) and knowledge that it receives from the business relationship with B+R only within the scope of the delivery or service relationship and shall keep them secret from third parties with the same care as its own documents and knowledge if B+R designates them as confidential or if B+R has an obvious interest in keeping them secret. This obligation on the part of the customer shall commence as of the first receipt of the documents or knowledge and shall end 36 months thereafter.
(2) The obligation under para. 1 shall not apply to documents and knowledge that
(1) B+R is entitled to engage subcontractors to provide the deliveries and services.
(2) Telecommunication, in particular by fax or e-mail, is sufficient to comply with the written form requirement under these GTS, provided that a copy of the signed declaration is transmitted.
(3) The place of jurisdiction for any disputes arising from the business relationship between B+R and the customer shall be, at B+R's choosing, either the registered office of B+R or the registered office of the customer. However, in these cases the registered office of B+R is the exclusive place of jurisdiction for actions against B+R. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
(4) The relationship between B+R and the customer is governed exclusively by the laws of the Federal Republic of Germany to the exclusion of private international law and the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention).
(5) Insofar as the contract or these GTS contain loopholes, the legally effective provisions which the parties would have agreed in accordance with the economic objectives of the contract and the purpose of these GTS if they had been aware of the loophole, is deemed to have been agreed in order to fill these loopholes.
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