General Terms and Conditions of Sale of ARM Doors GmbH

§ 1 Scope, form
(1) These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers (“buyer”). The GTC only apply if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
(2) The GTC apply in particular to contracts for the sale and/or delivery of movable items (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC in the version valid at the time of the buyer’s order or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) Our GTC apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement applies in all cases, for example even if the buyer refers to his general terms and conditions as part of the order and we do not expressly object to this.
(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in our order confirmation take precedence over the general terms and conditions. In case of doubt, commercial clauses are to be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.
(5) Legally relevant declarations and notifications by the buyer in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing. Written form within the meaning of these general terms and conditions includes written and text form (e.g. letter, e-mail, fax). Legal formal requirements and other evidence, in particular in the event of doubts about the legitimacy of the person making the declaration, remain unaffected.
(6) References to the validity of statutory provisions are only intended to clarify. Even without such clarification, the statutory provisions apply, unless they are directly modified or expressly excluded in these General Terms and Conditions.

§ 2 Conclusion of contract
(1) Our offers are non-binding and subject to change. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, estimates, references to DIN standards), other product descriptions or documents – also in electronic form – to which we reserve ownership and copyright.
(2) The order of the goods by the buyer is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 2 weeks of its receipt.
(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.
(4) We deliver the doors according to the dimensions specified by the buyer. The buyer is responsible for the correctness of the dimensions of the doors.

§ 3 Delivery period and delay in delivery
(1) The delivery period is agreed individually or the production time/delivery period is specified by us when the order is accepted. If this is not the case, the delivery period is approximately 5 weeks from the conclusion of the contract.
(2) If we are unable to meet binding delivery periods for reasons for which we are not responsible (unavailability of the service), we will inform the buyer of this immediately and at the same time provide the expected new delivery period. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already provided by the buyer. Unavailability of the service occurs, for example, if our supplier does not deliver on time, if we have concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, for example due to force majeure, or if we are not obliged to procure in the individual case.
(3) The occurrence of our delay in delivery is determined by the statutory provisions. In any case, however, a reminder from the buyer is required.
(4) The rights of the buyer according to § 8 of these General Terms and Conditions and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of the performance and/or subsequent performance), remain unaffected.

§ 4 Delivery, transfer of risk, acceptance, default in acceptance
(1) Delivery takes place from the warehouse, which is also the place of performance for the delivery and any subsequent performance. On request and at the costof the buyer, the goods will be sent to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of dispatch (in particular transport company, shipping route, packaging) ourselves.
(2) The risk of accidental loss and accidental deterioration of the goods passes to the buyer at the latest upon handover. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay passes upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on work contracts also apply accordingly to an agreed acceptance. It is equivalent to handover or acceptance if the buyer is in default of acceptance.
(3) If the buyer defaults on acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this, we charge a flat-rate compensation of 0.5% per calendar week up to a maximum of 5% based on the net order amount, starting with the delivery period or – in the absence of a delivery period – with the notification that the goods are ready for dispatch.
The proof of greater damage and our legal claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate is to be offset against further monetary claims. The buyer is permitted to prove that we have suffered no damage at all or only significantly less damage than the above flat rate.

§ 5 Prices and payment terms
(1) Unless otherwise agreed in individual cases, our prices current at the time of conclusion of the contract apply, ex warehouse, plus statutory sales tax.
(2) In the case of a sale by dispatch (Section 4 Paragraph 1), the buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes and other public charges are borne by the buyer.
(3) The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against advance payment. We will declare a corresponding reservation at the latest with the order confirmation.
(4) The buyer is in default upon expiry of the above payment period. The purchase price is subject to interest at the applicable statutory default interest rate during the default. We reserve the right to assert further damages caused by default. Our claim to commercial due date interest (Section 353 of the German Commercial Code) remains unaffected in relation to merchants.
(5) The buyer is only entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer’s counter-rights remain unaffected, in particular in accordance with Section 7 Paragraph 6 Sentence 2 of these General Terms and Conditions.
(6) If it becomes apparent after the conclusion of the contract (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer’s inability to pay, we are entitled to refuse performance and – if necessary after setting a deadline – to withdraw from the contract in accordance with the statutory provisions (Section 321 of the German Civil Code). In the case of contracts for the manufacture of non-fungible items (custom-made items), we can declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

Section 6 Retention of title
(1) We retain title to the goods sold until all of our current and future claims from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.
(2) The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is made or if third parties (e.g. seizures) are made on the goods belonging to us.
(3) If the buyer acts in breach of contract, in particular if the purchase price is not paid when due, we are entitled to withdraw from the contract in accordance with the statutory provisions
or/and to demand the return of the goods on the basis of the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; we are oftenehr is entitled to simply demand the return of the goods and to reserve the right to withdraw. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if such a deadline is unnecessary under the statutory provisions.
(4) The buyer is entitled, until revoked in accordance with (c) below, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition.
(a) The retention of title extends to the products created by processing, mixing or combining our goods at their full value, whereby we are considered the manufacturer. If the ownership rights of third parties remain in place when processing, mixing or combining with goods of third parties, we acquire co-ownership in proportion to the invoice values ​​of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title.
(b) The buyer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in full or in the amount of our possible co-ownership share in accordance with the previous paragraph. We accept the assignment. The buyer’s obligations set out in paragraph 2 also apply with regard to the assigned claims.
(c) The buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, there is no lack of his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph 3. If this is the case, however, we can demand that the buyer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the buyer’s authorization to further sell and process the goods subject to retention of title.
(d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the buyer’s request.

§ 7 Buyer’s claims for defects
(1) The statutory provisions apply to the buyer’s rights in the event of material and legal defects (including incorrect and incomplete deliveries as well as improper assembly/installation or inadequate instructions), unless otherwise specified below. In all cases, the statutory provisions on the purchase of consumer goods (§§ 474 ff. BGB) and the buyer’s rights from separately issued guarantees, in particular on the part of the manufacturer, remain unaffected.
(2) The basis of our liability for defects is above all the agreement made regarding the quality and the intended use of the goods (including accessories and instructions). All product descriptions and manufacturer information that are the subject of the individual contract or that were made public by us (in particular in catalogs or on our Internet homepage) at the time the contract was concluded are considered to be a quality agreement in this sense. If the quality has not been agreed, it must be assessed according to the statutory regulation whether there is a defect or not (Section 434 Paragraph 3 of the German Civil Code). Public statements made by the manufacturer or on his behalf, in particular in advertising or on the label of the goods, take precedence over statements made by other third parties.
(3) In the case of goods with digital elements or other digital content, we are only obliged to provide and, if necessary, update the digital content if this is expressly stated in a quality agreement in accordance with Paragraph 2. In this respect, we accept no liability for public statements made by the manufacturer and other third parties.
(4) We are generally not liable for defects that the buyer is aware of at the time of conclusion of the contract or is grossly negligent in not knowing about (Section 442 of the German Civil Code). Furthermore, the buyer’s claims for defects require that he has complied with his statutory inspection and notification obligations (Sections 377, 381 of the German Commercial Code). If the goods are damaged, the buyer is obliged to send pictures of the damage with the notification of the defect in the goods. In the case of building materials and other goods intended for installation or other further processing, an inspection must always be carried out immediately before processing. If a defect is discovered upon delivery, inspection or at any later point in time, we must be notified of this immediately in writing. In any case, obvious defects must be reported within 3 working days of delivery and not identified during the inspection.identifiable defects in writing within the same period of time from discovery. If the buyer fails to carry out the proper inspection and/or report the defect, our liability for the defect that was not reported or not reported in a timely manner or not properly is excluded in accordance with the statutory provisions. In the case of goods intended for installation, fitting or installation, this also applies if the defect only became apparent after the corresponding processing as a result of the violation of one of these obligations; in this case, in particular, the buyer has no claims for reimbursement of corresponding costs (“dismantling and installation costs”). We are not liable for installation or assembly errors commissioned by the customer.
(5) If the delivered item is defective, we can initially choose whether to provide subsequent performance by eliminating the defect (repair) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the buyer in the individual case, he can refuse it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(6) We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a proportion of the purchase price that is appropriate in relation to the defect.
(7) The buyer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods in question for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us at our request in accordance with the statutory provisions; however, the buyer has no right to return the item. The subsequent performance does not include the removal, removal or disassembly of the defective item or the installation, attachment or installation of a defect-free item if we were not originally obliged to provide these services; the buyer’s claims for reimbursement of corresponding costs (“dismantling and installation costs”) remain unaffected.
(8) We will bear or reimburse the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions and these General Terms and Conditions if a defect actually exists. Otherwise, we can demand reimbursement from the buyer for the costs incurred from the unjustified request for remedy of the defect if the buyer knew or could have recognized that there was actually no defect.
(9) In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand reimbursement from us for the objectively necessary expenses. We must be notified immediately of such self-remedy, if possible in advance. The right to self-remedy does not exist if we would be entitled to refuse appropriate subsequent performance in accordance with the statutory provisions.
(10) If a reasonable deadline set by the buyer for subsequent performance has expired without success or is dispensable according to the statutory provisions, the buyer can withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. However, there is no right of withdrawal in the case of an insignificant defect.
(11) The buyer’s claims for reimbursement of expenses in accordance with Section 445a Paragraph 1 of the German Civil Code (BGB) are excluded unless the last contract in the supply chain is a purchase of consumer goods (Sections 478, 474 of the German Civil Code) or a consumer contract for the provision of digital products (Sections 445c Clause 2, 327 Paragraph 5, 327u of the German Civil Code). The buyer’s claims for damages or reimbursement of wasted expenses (Section 284 of the German Civil Code) also exist in the event of defects in the goods only in accordance with the following Sections 8 and 9.

Section 8 Other liability
(1) Unless otherwise stated in these General Terms and Conditions, including the following provisions, we are liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
(2) We are liable for damages – regardless of the legal basis – within the scope of liability based on fault in the event of intent and gross negligence. In the case of simple negligence, we are liable, subject to statutory limitations of liability (e.g. due diligence in one’s own affairs; insignificant breach of duty), only
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the breach of a material contractual obligation (obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.
(3) The liability limits resulting from paragraph 2estrictions also apply to third parties and in the event of breaches of duty by persons (including in their favour) whose fault we are responsible for according to statutory provisions. They do not apply if a defect was fraudulently concealed or a guarantee for the quality of the goods was given and for claims of the buyer under the Product Liability Act.
(4) The buyer can only withdraw or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. The buyer’s free right of termination (in particular according to §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.

§ 9 Limitation period
(1) Deviating from § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
(2) If the goods are a building or an item that has been used for a building in accordance with its usual use and has caused its defects (building material), the limitation period is 5 years from delivery in accordance with the statutory regulation (Section 438 Paragraph 1 No. 2 BGB). Other special statutory regulations on limitation periods remain unaffected (in particular Section 438 Paragraph 1 No. 1, Paragraph 3, Sections 444, 445b BGB).
(3) The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the buyer that are based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in the individual case. The buyer’s claims for damages pursuant to Section 8 Paragraph 2 Clause 1 and Clause 2 (a) and the Product Liability Act expire exclusively according to the statutory limitation periods.

Section 10 Choice of law and place of jurisdiction
(1) These General Terms and Conditions and the contractual relationship between us and the buyer are subject to the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our place of business in 48565 Steinfurt. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code. However, in all cases we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the buyer’s general place of jurisdiction. Priority statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.