Terms & Conditions
Standard Terms & Conditions of
GOLEM-Kunst und Baukeramik GmbH
The basis of a good business relationship is not the terms and conditions of delivery and payment but communication,cooperation and mutual trust. However, it is essential for all transactions with our customers that we agree conditions thatdiffer from or supplement the statutory regulations in some respects.
The relevant current version of these Standard Terms & Conditions of Business (Ts&Cs) forms an integral part of all offers, services,deliveries and contracts by GOLEM-Kunst und Baukeramik GmbH, including advisory services, information etc., and applies to both currentand future business relationships.
In addition, the provisions of the German Commercial Code (Handelsgesetzbuch) concerning commercial transactions betweentraders who are registered in the German Commercial Register are applicable to all supply contracts.
GOLEM-Kunst und Baukeramik GmbH reserves the right to amend and/or amplify the Standard Terms & Conditions of Business as necessary, ifthe statutory provisions require. They shall be acknowledged as binding upon conclusion of contract. Any contradictory terms andconditions of business of the purchaser shall be deemed expressly excluded. Side agreements, amendments or additions to thecontract are only valid if they have been confirmed in writing by GOLEM-Kunst und Baukeramik GmbH. For the purposes of the terms andconditions of business, purchasers include both retail and commercial customers.
2. Offers and Prices
All prices are quoted net, ex works, unless otherwise agreed in the relevant offer. Offers are subject to change without notice andsubject to prior sale. Prices are calculated on the basis of the prices applicable or agreed on the date of the order and applysubject to the proviso that costs remain constant according to clause 2 (6) (HGB)
The seller does not guarantee for the accuracy of the offered articles and quantities.
The accuracy must be checked and confirmed by the buyer.
3. Place of Performance and Shipment
The place of performance is the production plant; we are only obligated to supply the goods at the place of performance. Whenthis action of performance has been undertaken, the risk passes to the customer. Shipment within or to another location, inparticular to the customer’s address, always occurs at the expense and risk of the customer. If shipment is agreed with thecustomer, this merely establishes an obligation of dispatch; no obligation that has to be performed at the customer’s place ofbusiness is thereby created. We reserve the right to select the mode of transport and to hire subcontractors to perform theservice we have contractually agreed to provide. Insofar as insurance cover is not habitually taken out by supply plants, this willonly be taken out at the purchaser’s request and expense. Shipment will be carried out to the agreed place; if instructions change,the purchaser will be responsible for the resulting costs. Information regarding delivery costs is provided without commitment. Theprices are based on the cargo and shipping costs applicable on the date of delivery. Delivery carriage paid to an agreed placerequires separate written agreement. Delivery carriage paid to (CPT) the purchaser’s address, CPT construction site or CPTwarehouse shall mean delivery without unloading, subject to the availability of a suitable access road. In the case of slipperyconditions, ice, snow or banker engines, the additional costs arising shall be borne by the purchaser. If the delivery vehicle leavesthe drivable access road on the purchaser’s instructions, the purchaser shall be liable for any damage arising. The purchaser mustunload the goods immediately and in an appropriate manner. Waiting time will be charged to the purchaser. We charge €6.50 perpallet for film packaging and €13.00 per euro pallet.
4. Delivery, Delay and Impossibility
All orders are subject to delivery being possible. Delivery periods are only approximate, unless the seller has given awritten commitment in respect of delivery periods.
The delivery period shall be extended, if necessary, by the time taken by the purchaser to hand over all information, documents andsamples required for execution of the order. Compliance with delivery periods is subject to operations at the supply plant beinguninterrupted and shipping and delivery options being unimpeded. Force majeure events, industrial action, traffic delays anddisruptions, shortages of transportation, energy or raw and auxiliary materials, faulty firing or operational disruptions of any kindaffecting the seller’s operations or the operations of any company involved in the execution of the order and hindrances causedas a result of government measures which impede the delivery shall release the seller from the obligation to deliver for theduration of their effects or, in the case of impossibility, entirely. In case of delay in performance by the seller or impossibility ofperformance for which the seller is responsible, claims for damages by the purchaser are excluded, unless they are based onintentional conduct or gross negligence on the part of the seller, a legal representative or a vicarious agent.
Deliveries shall be accepted in equal amounts during the agreed delivery period. The purchaser shall bear the consequences forany inadequate or belated call-off. In the event of unjustified non-acceptance, the costs, loss or damage, including, in particular,additional transportation costs, transportation risks and warehouse costs, shall be borne by the purchaser that has refusedacceptance. Return shipments of delivered goods will not be accepted without the seller’s prior authorization. The return ofdelivered goods is excluded. If return deliveries have been expressly agreed in an individual case, only 80% of the value of thegoods will be credited. The return costs are payable by the purchaser.
In the case of cash sales, the purchase price is due immediately on receipt of the goods without deduction. In the case of specialorders and standard orders worth more than €300 gross, a payment on account of at least 50% gross is payable. Invoices arepayable by the 14th day from the date on which the invoice is issued. The precise payment deadline will be indicated by date on theinvoice. Sale on deferred terms requires written agreement. Discount for cash payment requires special written agreement. It will onlybe calculated following deduction of rebates and carriage from the net invoice amount. It is a requirement for the granting ofdiscount that there are no other outstanding items on the customer’s account. The date on which an invoice is issued is decisive inrelation to the due date of invoices. In addition, for each reminder measure taken by us proportional costs of €5.00 arereimbursable, along with the full amount of the fees and outlays for any measures that become necessary in respect of judicial collectionprocedures by third parties. We reserve the right to claim for additional damage. The seller’s invoices shall be regarded as havingbeen accepted if they are not objected to in writing within 14 days of the invoice date. In case of payment default, all outstandingclaims, including claims that are not yet due and deferred claims, are immediately payable. In case of part deliveries, default entitlesthe seller to refuse to supply the order quantities that are still to be delivered without incurring any liability for damages. In the eventof suspension of payment or of the filing of an application for commencement of composition or bankruptcy proceedings by thepurchaser, all of the seller’s invoices are immediately due for payment. At the same time all rebates, discounts and bonuses shallbe deemed forfeited so that the purchaser must pay the gross price invoiced. If it should become evident after the conclusion ofcontract that the purchaser‘s credit circumstances are unsuitable for the granting of credit and periods allowed for payment, theseller is entitled to demand, at its discretion, prepayment or provision of security for claims due or not yet due under all existingcontracts and to refuse performance until prepayment has been made or security has been provided. If the purchaser fails tomake prepayment or to provide security within the prescribed time limit, the seller may withdraw from the contract or claimdamages for non-performance. In case of payment not in conformity with contract, the seller may provisionally take back the goodsor demand their return. The purchaser waives the claiming of a right of retention arising out of previous transactions or othertransactions based on the current business relationship. Counterclaims may only be set off to the extent that these have beenacknowledged by the seller and are due for payment or have been finally determined by a court of law. As per the statutoryprovision, payments received will be applied against the oldest claim first and next against interests and costs.
7. Reservation of Title
GOLEM-Kunst und Baukeramik GmbH retains ownership of the delivered goods and services until full payment of all claims against thepurchaser that have arisen and that have yet to arise under the business relationship, regardless of the nature or the legal basisof such claims. In the event of seizure or other third party interventions, the purchaser must notify us in writing without delay. In theevent of default in payment by the purchaser, after issuing a payment reminder the seller is entitled to takeback the goods subject to reservation of title and the purchaser is obligated to surrender the goods. The purchaser is responsiblefor the full costs of the return shipment. If goods subject to reservation of title have been processed by the purchaser to create anew movable item, the processing is carried out on behalf of the seller, without any obligation thereby arising for the seller; thenew item shall become the seller’s property. If the goods are processed together with goods not belonging to the seller, the sellershall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the value of theother goods at the time of processing. If goods subject to retention of title are combined, mixed or blended with goods notbelonging to the seller according to Sections 947 and 948 of the German Commercial Code (BGB), the seller shall become coownerin conformity with the statutory provisions. If the purchaser acquires co-ownership as a result of combining, mixing orblending, the purchaser hereby assigns co-ownership to the seller in the ratio of the value of the goods subject to retention oftitle to the value of the other goods at the time of combining, mixing or blending.
8. Notification of Defects, Warranty and Liability
We warrant for a period of 24 months from the date of delivery that the supplied products will be free from defects according to thelatest state of technology. Liability for normal wear and tear is excluded. The seller accepts no responsibility for defects or forloss or damage arising as a result of unsuitable or improper use, failure to follow instructions for use, or faulty or negligenthandling. Obvious defects must be notified in writing without delay but no later than three working days following receipt of thedelivery; otherwise all and any defect claims in respect of such defects will be excluded. In commercial transactions, Sections377 and 387 of the German Commercial Code (HGB) are applicable in addition. Replacement of an item as part of thewarranty/guarantee shall not give rise to new warranty/guarantee periods. Unless expressly agreed to the contrary, additionalclaims on the part of the buyer, regardless of their legal basis, are excluded.
The seller is therefore not liable for loss or damage that does not directly affect the contract goods; in particular we are not liablefor loss of profits or other financial losses by the purchaser (this shall not apply if the damage is due to intentional conduct,gross negligence or the absence of a warranted characteristic, breach of material contractual obligations, delay inperformance, impossibility and claims under Sections 1 and 4 of the German Product Liability Act (Produkthaftungsgesetz).
When the goods are delivered, the shipment must be checked in the presence of the driver whether the goods are externally damaged and whether the number of packages is correct.
Please check the tiles completely within 3 days for breakage damages, quantity deviations and quality deficiencies. After the deadline, we can no longer accept a complaint.
In case of damage
Please send us photos of all transport damage and any other defects on the tiles.
Give us the exact number of pieces of damaged or deficient tiles.
9. Sizing, Color Deviation, Formation of Craquelé, Calculation Basis
Samples and patterns shall be regarded only as approximate visual comparisons for quality, dimensions and color. Firstgrade: Merchandise that meets all normal requirements as regards biscuit, surface, neatness and regularity. Small defects,slight deviations in the form and color of the individual tiles, are permissible as long as these deviations do not adversely affectthe overall appearance when the tiles are properly laid.
Second grade: Tiles with immediately recognizable defects. No warranty will be given on delivery. Deviations in form, color andthickness: Due to the special nature of ceramic production no warranty can be given that deliveries will be entirely uniform interms of color or that that they will exactly correspond to handmade samples exhibited. Small variations in the size andthickness of the tiles are also excepted. Crazing occurring in the glaze does not constitute a ground for complaint. In case of specialand art glazes, the color deviations and formation of craquelé may arise within the tiles. These features contribute to thecharacter of these glazes and do not constitute grounds for complaint. The plants have divided glazed floor tiles and mosaic tilesinto different stress groups – light, medium, medium heavy and heavy. The purchaser must specify the anticipated stress levelwhen placing an order. In relation to surface wear resistance, the seller only gives the warranty specified by the supply plants.The units of measurement customary in the trade shall be used in relation to tiles and natural stone. For calculation purposes, thequantities per unit (item, m², m, etc.) customary in the trade used by the supply plants shall be used.
Some glazes are acid sensitive and react with discolouration to acidic detergents. We would like to draw your attention to the glazes in question.
The seller is not liable for defects caused by the improper use of acidic detergents.
10. Data Storage
According to Section 28 of the German Federal Data Protection Act (Bundesdatenschutzgesetz – BDSG) we draw your attentionto the fact that data required for processing the transaction will be processed and stored using an electronic data processingsystem according to Section 33 BDSG. Personal data will be treated as confidential. Customers have the right of access to andalso the right to correction, erasure or blocking of their stored data. In order to be able to process and deliver your order, we willpass your data on only to the delivery company commissioned to make the delivery.
11. Final Provisions
Frankfurt/Oder is agreed as the place of jurisdiction for all legal disputes arising out of the contract. GOLEM-Kunst und Baukeramik GmbH is alsoentitled to file a lawsuit at the purchaser’s place of business. If one of the provisions of these Ts&Cs shall prove to be ineffective,the remaining provisions shall be unaffected and shall continue to be valid. All deliveries, including cross-border deliveries, shall begoverned by German law, excluding the European Sales Law.
Sieversdorf, December 9, 2016
Tel. +49 33608 89910
Fax. +49 33608 89912