1. Area of validity, general
1.1. Our General Terms and conditions apply to all our business relationships with enterprises, legal entities of public law institutions or special assents funds under public law in relation to §310 Chapter 1 of the German Civil Code. They apply for the sale of movable objects (wares) by us, regardless of whether the wares were produced by ourselves or purchased from suppliers.
1.2. In business transactions between ourselves and our customers, only our general terms and conditions apply. We do not recognize general business conditions of the customer that contradict or deviate from our general terms and conditions, unless we have expressly agreed to their validity in writing. Our general terms and conditions also apply if we provide the service to the customer without reservation while aware of their general business conditions that are contradictory or deviate from our general terms and conditions.
1.3. Deviating agreements and ancillary agreements are only valid in individual circumstances when they have been confirmed by us in writing. The validity of the remaining general terms and conditions is unaffected by this.
1.4. All details in brochures, catalogs, lists, offers, websites, etc., particularly regarding dimensions, weight, and illustrations, are subject to correction.
1.5. The use of our trademark, brand names, and logos or illustrations and depictions of GRÖMO products on the internet, worldwide web, or other electronic and digital communication networks, via television or radio broadcasting, or in print media, requires making an additional usage agreement with us.
2. Contract completion, data processing
2.1. Our offers are always non-obligatory and non-binding. Customer orders for wares constitute a binding contractual offer. The purchase agreement is not concluded until the order confirmation has been sent by us in text form. Sending the order confirmation is the equivalent of delivering the wares or sending the invoice.
2.2. If the customer has provided us with personal information, the data required for the business transaction will be collected, processed, stored, and shared with associated companies and, if necessary, partner companies and service providers within the context of order processing.
3.1. The prices from the current price list apply respectively. When a new price list is released, the previous one is no longer valid. If an offer has been submitted to us as per item 2.1, the prices established therein apply.
3.2. All prices apply “ex works.”
3.3. Additional VAT is not included in our prices. It will be accounted for separately in the invoice at the amount legal on the day of billing.
4. Delivery deadlines, delivery delays, place of fulfillment, shipping costs
4.1. If no other delivery deadline has been agreed to, our deadline for delivery will be two weeks following conclusion of the contract. If the customer’s duty of cooperation is required, the term won’t begin before the customer has fulfilled this duty.
4.2. If a delivery deadline is agreed on as binding, this term will be extended by a reasonable period in the event of acts of nature of any kind, disruptions in operations, traffic, or shipping for which we are not responsible, fire damage, floods, shortages in labor, utilities, raw materials, or supplies, lawful labor disputes, government orders, or any other events for which we are not responsible and reduce, delay, prevent, or render unreasonable manufacture, shipping, or consumption. We will inform the customer about this immediately and also advise them of the expected delivery date. If the disruption will delay delivery by more than eight weeks, both parties are entitled to withdraw from the contract. We will promptly refund any payments that the customer has already made. Untimely self-delivery by our suppliers also applies particularly as another reason for which we are not responsible in the aforementioned sense.
4.3. Express deliveries are only done at the express wish of the customer, and the costs are at their own expense. This also applies for other types of shipping expressly requested by the customer.
4.4. We deliver ex works in Marktoberdorf, freight unpaid.
4.5. We are entitled to make partial deliveries. Any subsequent deliveries will be made free of charge, without calculating for packaging.
5. Complaint procedures, warranty, liability, returns
5.1. Complaints due to apparent defects, incorrect deliveries, or deviations in quantity must be reported to us immediately in writing, no later than ten days after delivery of wares. Concealed defects must be shown to us immediately, no later than ten days after their discovery. If the customer does not indicate any defects within this time period, the products shall be considered approved as defect-free. The contractual status of the wares is defined by the time at which risk is transferred.
5.2. Warranty claims lapse in five years; for separately labeled products, in 12 months since receipt of wares. Excluded from the warranty is damage due to normal wear, improper handling or use, misuse, incorrect assembly or repairs. The same applies for defects that only negligibly reduce the value or the suitability of the wares.
5.3. In case of founded and timely complaints, we will either provide repairs or a replacement delivery at our own discretion. Our right to refuse supplementary performance under legal conditions remains unaffected. In the event of failure to provide repairs or a replacement delivery, the customer has the right to demand a reduction in payment or rescission of the contract.
5.4. If the customer asserts claims for damages, we are only liable in the case of intent or gross negligence, including intent or gross negligence on the part of our representatives or agents. If we are charged with gross negligence, liability for damages is limited to foreseeable, ordinarily occurring damage.
However, we are liable according to legal provisions if we are guilty of violating an essential contractual duty; in this case, though, liability for damages is limited to foreseeable, typically occurring damage.
Liability for culpable injury of life, body, or health remains unaffected; this also applies for mandatory liability according to product liability law and if a defect was maliciously concealed or if a guarantee for the condition of the goods was accepted.
5.5. Return of goods must be coordinated with us in advance in all instances so that it can be processed smoothly. Unpaid returns and returns of which we were not notified or did not agree to will not be accepted.
6. Payment, compensation, right of retention, interest
6.1. Payments are due immediately after receiving the invoice without deduction, as a general rule. We reserve the right to make deliveries to customers we don’t know for cash on delivery first.
6.2. Payments made by check will be accepted on account of performance pending encashment. Bills of exchange will not be accepted as means of payment.
6.3. Offsetting by the customer may only be done in the case of undisputed claims or claims that are ready for judgment or have been found to be legally enforceable; the same applies for the customer’s right of retention. This does not affect the customer’s counter-rights in case of defects in the wares.
6.4. If the customer is late in paying, we are entitled to charge default interest in the amount of 8% above the applicable base interest rate in accordance with section 247 of the German Civil Code.
7. Reservation of ownership
7.1. We reserve ownership of the purchased item until all payments from the business contract between Grömo GmbH & Co. KG and the customer have been received.
7.2. The customer is entitled to sell the goods subject to reservation of ownership in the ordinary course of business, as long as their obligations from the business relationship with us are met in a timely manner. However, they may not pawn the wares or pledge them as security.
7.3. If the customer’s actions are in breach of contract, particularly in the event of delayed payment, we are entitled to take back the goods subject to reservation of ownership after having set a reasonable deadline for payment. By taking back the purchased item, we are withdrawing from the contract. After the purchased item has been taken back, we will be entitled to resell the goods and offset the proceeds from this resale against the customer’s debts - less reasonable costs of resale. The customer is responsible for transportation costs incurred for the return.
7.4 The customer must handle the goods subject to reservation of ownership with care. They must adequately insure against damage from fire, water, and theft at the original value at their own expense.
7.5. All rights and claims of the customer resulting from resale of the goods subject to reservation of ownership, as well as those claims of the customer against their buyers or third parties concerning the goods subject to reservation of ownership that result from another legal basis (particularly claims resulting from unauthorized handling or claims for insurance payouts) and including all balance claims from an open account, shall be assigned to us by the customer as security. We hereby accept this assignment. The customer may collect the claims assigned to us at their own expense and in their own name for us, as long as we do not revoke authorization.
7.6. If the goods subject to reservation of ownership are seized or other third-party interference occurs, the customer must indicate our ownership and notify us immediately in writing so that we can assert our ownership rights. If the third party is not able to reimburse us for the costs incurred in connection with this both in and out of court, the customer is liable for our loss resulting from this.
7.7. At the request of the customer, we shall be obligated to release the securities to which we are entitled according to the provisions above, as long as the realizable value of our securities exceeds the claims to be secured by more than 10%; the securities to be released shall be at our discretion.
8. Place of fulfillment, place of jurisdiction, language of contract, partial invalidity
8.1. The place of fulfillment for all duties arising from the contractual relationship is Marktoberdorf.
8.2. If the customer is a merchant within the meaning of the commercial code, legal entity of public law, or special fund under public law, the only place of jurisdiction - even in international cases - for all disputes directly or indirectly arising from the contractual relationship is our head office in Marktoberdorf. However, we are also entitled to take legal action at the buyer’s general place of jurisdiction.
8.3. The laws of the Federal Republic of Germany apply; private international law and the CISG do not apply.
8.4. Even if a non-binding translation of these general terms and conditions has been submitted to the customer in language other than German, the German version shall be the sole definitive reference for interpretation in the event of a legal dispute.
8.5. If individual provisions in these general terms and conditions or the delivery transaction are or become invalid, this will not affect the validity of the remaining provisions. An invalid provision must be replaced by a valid and permissible provision that comes the closest to matching the intent of the original.
Grömo GmbH & Co. KG | Röntgenring 2 | D-87616 Marktoberdorf