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General Terms and Conditions of Business of the O. C. Agergaard GmbH

 

§ 1 Scope

(1)   Our General Terms and Conditions of Business apply exclusively to all orders with us (O.C. Agergaard GmbH), via our website at shop.agergaard.de as well as by email, fax or telephone. Deviating or contrary terms and conditions are not recognized by us unless we have expressly agreed to them in writing.

(2)   These Terms and Conditions of Business apply to all future transactions between the parties even if we deliver the goods despite our knowledge of any deviating or contrary terms and conditions.

(3)   These Terms and Conditions of Business apply only to companies, legal entities under public law, and public funds within the meaning of § 310 para. 1 of the German Civil Code.

(4)   The product range in our online shop at shop.agergaard.de is aimed at industrial customers in the European Union (EU).

(5)   We reserve the right to change these General Terms and Conditions of Business at any time, which would also then be effective for existing contractual relationships. We shall inform you of such changes within at least 30 calendar days before such changes become effective. If you do not object within 30 days of receipt of the notification and you continue to use the services after the expiration of the aforementioned period, the changes shall apply and be effective after the expiration of the aforementioned period.

(6)   The current version of these General Terms and Conditions of Business are available at our online shop shop.agergaard.de under "AGB". If there is any doubt, the published General Terms and Conditions of Business in our online shop apply.

 

§ 2 Offer, Acceptance

(1)   The presentation of our products and services does not constitute a binding offer on our part. Only the order of a product or service by you constitutes a binding offer according to § 145 of the German Civil Code. In case of acceptance of this offer, we shall send you an order confirmation via email.

(2)   The contract is concluded when we accept your order through our order confirmation or through delivery of the ordered goods. An automatically generated and sent email confirming receipt of your order does not constitute an order confirmation. If you have not provided us with your email address when ordering, the contract is concluded when the goods are delivered.

 

§ 3 Prices, Payment

(1)   Our prices are quoted ex-works, plus the statutory VAT/sales tax and excludes costs for packaging, shipping and insurance, unless expressly agreed otherwise.

(2)   All orders are, unless otherwise agreed upon, executed only after payment. If reoccurring monthly payments are agreed upon, the respective invoice amount is due in advance no later than the third day of that calendar month. We shall provide you with our account details in the order confirmation. The invoice amount must be paid to our account within ten days after receipt of order confirmation. The day the payment is received is the decisive factor in determining the timeliness of payment.

(3)   After the due date, interest on arrears amounting to 8 percentage points above the current base rate will be charged per annum. We may seek to enforce our claims for damages caused by delay.

(4)   If the applicable prices of our suppliers and other costs associated with our products increase between the conclusion of the contract and the rendering of services, we may increase the agreed-upon prices appropriately.

(5)   The customer is entitled to offset insofar as the customer's counterclaims are undisputed or legally enforceable. The customer may enforce the his/her right of retention only if the counterclaims arise from the same contractual relationship.

 

§ 4 Delivery

(1)   A condition for delivery is the timely and proper fulfillment of the customer's obligations. We reserve the right to object to unfulfilled contracts.

(2)   If we cannot timely perform, we shall immediately inform the customer. The delivery dates stated by us are not binding. The delivery times are only calculated in working days (Monday through Friday). We reserve the right to prior sale.

(3)   If we are not responsible for the delay, for example due to reasons such as import difficulties, operational and traffic disruptions, strikes, force majeure or delays of our suppliers, the delivery time will be appropriately extended. If we cannot perform, even after a reasonable extension of time, the customer as well as O.C. Agergaard GmbH may withdraw from the contract. Claims for damages by the customer are excluded.

(4)   In case of delay of acceptance or other breach of duty to cooperate by the customer, we are entitled to compensation for the resulting damages, including any additional expenses, if any. Further claims are reserved. The risk of accidental loss or accidental deterioration of the goods in this case is transferred to the customer at the time of such delay of acceptance or other breach of the duty to cooperate.

 

§ 5 Transfer of Risk, Shipment

If the shipment of goods is executed at the customer's request, risk of accidental loss and accidental deterioration of the goods are transferred to the customer at the time of dispatch.

 

§ 6 Retention of Title

(1)   The goods remain our property until all payments have been received. In case of a breach of contract by the customer, including default of payment, we may take back the goods.

(2)   The customer shall treat the goods with care, have suitable insurance and maintain the goods as necessary.

(3)   Should the purchase price not be paid in full, the customer shall notify us immediately in writing if the goods are encumbered by third party rights or exposed to other third party rights.

(4)   The customer is entitled to resell the reserved goods in the ordinary course of business. In this case, the customer thereby assigns to us all claims arising out of such resale, whether this takes place before or after processing of the goods delivered under retention of title. Notwithstanding our right to enforce the claim itself, the customer may assert the claim even after assignment. In this context, we shall not collect the receivables as long as and if the customer meets the customer's payment obligations, no applications for bankruptcy or similar proceedings are filed and payments have not been suspended.

(5)   Insofar as the aforementioned securities exceed the secured claims by more than 10%, we shall release the collateral securities of our choice upon request of the customer.

 

§ 7 Warranty

(1)   Prerequisite for any warranty claim by the customer is the customer's proper fulfillment of all inspection and complaint obligations owed pursuant to § 377 of the German Commercial Code.

(2)   Warranty rights can be asserted within 12 months after the transfer of risk.

(3)   If the goods are defective, the customer has a right to subsequent performance in the form of remedying the defect or delivery of defect-free goods. If such supplemental performance fails two times, the customer may reduce the purchase price or withdraw from the contract.

(4)   We shall remedy defects at our discretion by repair or supplementary performance. In the case of repair, we shall not bear the increased costs incurred by the shipment of the goods to a place other than the place of performance, provided that the shipment does not comply with the intended use of the product.


§ 8 Liability

(1)   In the case of intent or gross negligence on our part or on the part of our representatives or agents, we are liable according to legal regulations; as well as for culpable violations of material obligations. If no deliberate contractual violation is present, our liability for damages is limited to foreseeable, typically-occurring damages.

(2)   Liability for culpable injury to life, limb, or health as well as liability under the German Product Liability Act remains unaffected.

(3)   As long as not expressly provided for otherwise, our liability is excluded.

 

§ 9 Data Privacy

(1)   Responsibly handling of your personal data is part of our quality standards.

(2)   Comprehensive information on data privacy can be found in our Data Privacy Statement.

 

§ 10 No Liability for Links

We are not liable for the content of other internet sites to which we link. The link is comparable to an address listed in a phone book and only facilitates the discoverability of a website without having an unlawful contribution attributable to the landing page. Upon notification of obvious violations of the law on the site accessible via the link, we shall immediately remove such links.

 

 

§ 11 Non-Disclosure

(1)   The customer shall not disclose any price information in the respective login area made known to the customer on the basis of a contract with us, even after termination of the contract, in particular to specify the login data for the customer's own use and to not provide third parties with price information.

(2)   The same applies to technical drawings or other documents provided to the customer.

 

§ 12 Severability

(1)   If any provision of these General Terms and Conditions of Business be wholly or partially invalid, void or legally unenforceable for any reason, the other provisions of the contract remain unaffected.

(2)   These General Terms and Conditions of Business remain valid and effective without requiring a party to show or provide evidence that the parties intend to maintain the General Terms and Conditions of Business even without the invalid, void or legally unenforceable provisions.

 

§ 13 Applicable Law, Jurisidiction

(1)   This contract is subject to the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on the International Sale of Goods.

(2)   The place of performance and exclusive jurisdiction for all disputes arising out of or in connection with this contract is Celle, Germany.

 

Version: April 2016