Terms and Conditions

1. General / Scope

All deliveries, services, and offers of BAS-de GmbH are subject exclusively to these General Terms and Conditions of Delivery and Business ("Terms and Conditions"). These Terms and Conditions apply only if the customer is an entrepreneur (§ 14 German Civil Code), a legal entity under public law, or a special fund under public law. The written order confirmation in conjunction with these Terms and Conditions is decisive for the content of the contract. Amendments and additions to the contract require our written confirmation.

These General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code). Unless otherwise agreed, these General Terms and Conditions, in the version valid at the time of the order or, in any case, in the version last communicated to the customer in text form, shall also apply as a framework agreement to similar future contracts without us having to refer to them again in each individual case.

Our General Terms and Conditions apply exclusively; we do not recognize any conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing. Our General Terms and Conditions also apply if we carry out delivery to the customer without reservation, even with knowledge of conflicting or deviating terms and conditions of the customer. Our General Terms and Conditions also apply to all future business transactions with the customer.

1. Offer / Conclusion of contract

Our offers are subject to change and non-binding. Documents accompanying the offer, such as illustrations, drawings, weight and dimension specifications, as well as performance and consumption data, are only approximate unless exact conformity is required for the intended contractual purpose. They do not constitute an agreement on quality. Furthermore, they do not represent a guarantee of the quality of our products, but rather descriptions or specifications of the delivery or service. Commercially customary deviations and deviations resulting from legal regulations or representing technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the suitability for the intended contractual purpose.

We reserve all proprietary and copyright rights to all documents, illustrations, drawings, etc.; they may not be made accessible to third parties.

The customer's order constitutes a binding offer to enter into a contract. Unless otherwise stated in the order, we are entitled to accept this offer within 14 days of its receipt. Acceptance will be declared in written form (e.g., by order confirmation).

• Price

The price is governed by our order confirmation, which specifies the scope of services and delivery. Clause I, sentence 3 applies. Additional or special services will be billed separately.

Unless otherwise agreed, prices are "ex works" plus packaging, and for export deliveries, customs duties, fees and other public charges.

Our prices do not include statutory VAT. It will be shown separately on the invoice at the legally applicable rate on the date of invoicing. The minimum order value is €250 net. Orders below this value will incur a small order surcharge of €35.

1. Due date and payment terms

The invoice amount is payable without deduction within 30 days. A 2.0% discount is granted for payments made within 10 days. Payment terms begin on the invoice date. The customer is in default upon expiry of the aforementioned payment period. For first-time invoices, payment is generally due in advance, net.

The purchase price shall accrue interest at the applicable statutory default interest rate during the period of default. We reserve the right to claim further damages for default. With respect to merchants, our right to commercial default interest (§ 353 HGB) remains unaffected.

The buyer is only entitled to set-off or retention rights to the extent that their claim has been legally established or is undisputed. The buyer's rights in the event of defects in the delivery remain unaffected.

Change payments are not accepted.

1. Delivery

Deliveries are made ex works unless otherwise agreed.

Delivery and service deadlines and dates provided by us are always approximate unless a fixed deadline or date has been expressly promised or agreed upon. If shipment has been agreed upon, delivery deadlines and dates refer to the time of handover to the freight forwarder, carrier, or other third party commissioned with the transport.

If we provide the customer with static calculations, plans or drawings, this is not free of charge and is not part of the scope of delivery.

The delivery period begins upon dispatch of the order confirmation, but not before the receipt of any documents, permits, and approvals to be obtained by the customer, nor before receipt of any agreed-upon down payment. If a permit from a domestic or foreign authority is required to fulfill the delivery obligations, the delivery period only begins once we have received the permit.

Our ability to fulfill our delivery obligations is contingent upon the timely and proper fulfillment of the customer's obligations. These obligations include, in particular, assisting us in obtaining necessary permits from foreign authorities or other bodies.

Without prejudice to our rights in the event of default by the customer, we may demand from the customer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period in which the customer fails to meet his contractual obligations to us.

We are not liable for impossibility of delivery or for delivery delays insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g., operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining necessary official permits, official actions, or the failure, incorrectness, or lateness of deliveries by suppliers, provided that we have concluded a congruent hedging transaction, neither we nor our suppliers are at fault, or we are not obligated to procure the goods or services in the specific case) for which we are not responsible. If such events significantly impede or render impossible our delivery or performance, and the impediment is not merely temporary, we are entitled to withdraw from the contract. In the case of temporary impediments, the delivery or performance deadlines or dates are extended or postponed by the duration of the impediment plus a reasonable start-up period. If, as a result of the delay, the acceptance of the delivery or service is unreasonable for the customer, he may withdraw from the contract by giving us immediate written notice.

We are only entitled to make partial deliveries if

• the partial delivery is usable by the customer within the scope of the contractual purpose,
• the delivery of the remaining ordered goods is ensured and
• The customer will not incur any significant additional effort or costs as a result (unless we agree to bear these costs).

Quantity deviations are permissible within commercially acceptable limits. We reserve the right to make design and form changes to the delivered item, provided that the item is not significantly altered and the changes are reasonable for the customer.

If we are in default with a delivery or service, or if a delivery or service becomes impossible for us for any reason whatsoever, our liability for damages is limited in accordance with section VIII of these terms and conditions.

1. Transfer of risk and acceptance

Delivery is ex works, which is also the place of performance for delivery and any subsequent performance. At the buyer's request and expense, the goods will be shipped to a different destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular, the carrier, shipping route, and packaging).

The risk of accidental loss or damage to the goods passes to the buyer upon delivery at the latest. However, in the case of a sale involving shipment, the risk of accidental loss or damage to the goods, as well as the risk of delay, passes to the buyer upon delivery of the goods to the carrier, freight forwarder, or other person or entity designated to carry out the shipment.

If the customer expressly requests it, we will cover the delivery with transport insurance against risks specified by the customer; the costs incurred as a result will be borne by the customer.

If the buyer defaults on acceptance or breaches other obligations to cooperate, we are entitled to claim compensation for the resulting damages, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the delivery item also passes to the buyer at the latest at the time the buyer defaults on acceptance.

We are also entitled, after setting and allowing a reasonable deadline to expire without result, to dispose of the delivery item in another manner and to supply the customer within a reasonable extended period.

• Claims for defects

The statutory provisions apply to the buyer's rights in the event of material defects and defects of title (including incorrect or short deliveries as well as defective assembly instructions), unless otherwise specified below. In all cases, the special statutory provisions for the final delivery of unprocessed goods to a consumer remain unaffected, even if the consumer has processed them further (supplier recourse pursuant to Section 478 of the German Civil Code). Claims arising from supplier recourse are excluded if the defective goods have been processed further by the buyer or another business, e.g., by incorporation into another product.

The buyer's warranty claims are contingent upon the buyer having properly fulfilled their obligations to inspect and report defects as stipulated in Section 377 of the German Commercial Code (HGB). For building materials and other goods intended for installation or further processing, inspection must always be carried out immediately before processing.

If a complaint by the customer proves to be unjustified, the customer is obliged to reimburse us for the proven expenses incurred in the course of the alleged rectification of defects, unless the lack of defect was not apparent to the customer.

If the delivered item is defective, we are entitled, at our discretion, to repair or replace it. In the case of repair, we are obligated to bear the costs of the replacement part, including shipping, as well as the reasonable costs of removal and installation. The customer is responsible for ensuring unimpeded access to the delivered item. If the customer claims costs from us in this context that were incurred through the use of their own personnel or equipment, these costs will be calculated on a cost-plus basis.

If we are unwilling or unable to remedy the defect or provide a replacement, if we refuse to do so, or if such remedy or replacement is delayed beyond a reasonable period for reasons attributable to us, or if the remedy or replacement otherwise fails, the customer is entitled, at his option, to withdraw from the contract or to demand a corresponding reduction in the purchase price.

If the customer is unable to return the received service, he may only withdraw from the contract due to defects in the goods if the return is impossible according to the nature of the received service, if the impossibility of return is attributable to us, or if a defect only became apparent during processing or modification of the goods.

In the case of delivery of defective goods or partial services, the customer is only entitled to withdraw from the entire contract and to claim damages in lieu of the entire service if he has no interest in the service provided, applying an objective standard.

• Liability

For essential third-party products, our liability is limited to the assignment of claims that we have against the supplier of the third-party product. Should recourse against the supplier of the third-party product fail or be futile, for example due to insolvency, the buyer's warranty claims against us as stipulated in these terms of delivery remain valid.

No liability is assumed for unsuitable or improper use, faulty processing, natural wear and tear, faulty or negligent handling of the delivered goods by the customer or third parties acting on his behalf, chemical, electrochemical or electronic influences, unless they are due to our fault.

Furthermore, we are not liable for static calculations, plans and drawings provided to the customer free of charge outside the scope of delivery.

No liability will be assumed if a defect arises because the customer has provided us with incorrect or incomplete information about the delivered item, in particular regarding its use, dimensions and technical requirements, or has submitted incomplete execution drawings.

Our liability for damages, regardless of the legal basis, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, is limited in accordance with this Section VIII, insofar as fault is a prerequisite in each case.

We are not liable in cases of simple negligence on the part of our officers, legal representatives, employees, or other agents, unless such negligence constitutes a breach of essential contractual obligations. Essential contractual obligations include the obligation to deliver the goods on time, their freedom from legal defects and from material defects that more than insignificantly impair their functionality or usability, as well as advisory, protective, and custodial obligations intended to enable the customer to use the goods in accordance with the contract or to protect the life or health of the customer's personnel or the customer's property from significant damage.

To the extent that we are liable for damages in accordance with the preceding paragraph, this liability is limited to damages that we foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or that we should have foreseen by exercising due diligence. Indirect and consequential damages resulting from defects in the delivered goods are only recoverable to the extent that such damages are typically to be expected when the delivered goods are used as intended.

The foregoing exclusions and limitations of liability shall apply to the same extent in favor of our officers, legal representatives, employees and other agents.

Insofar as we provide technical information or advice, and this information or advice is not part of the contractually agreed scope of services owed by us, this is done free of charge and without any liability.

The limitations of this Section VIII do not apply to our liability for intentional misconduct, for guaranteed characteristics, for injury to life, body or health, or under the Product Liability Act.

1. Statute of limitations

Contrary to Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title is one year from delivery.

If the goods in question are a building or an item that, according to its customary use, has been used for a building and has caused its defectiveness (building material), the limitation period is 5 years from delivery, in accordance with the statutory provisions (§ 438 para. 1 no. 2 of the German Civil Code). Other special statutory provisions regarding limitation periods remain unaffected (in particular § 438 para. 1 no. 1, § 71 para. 3, §§ 444, 445b, § 72 of the German Civil Code).

The aforementioned limitation periods under the law of sales also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 of the German Civil Code) would result in a shorter limitation period in a specific case. Claims for damages by the buyer arising from injury to life, body, or health, or from intentional or grossly negligent breaches of duty on our part or on the part of our agents, as well as claims under the Product Liability Act, are subject exclusively to the statutory limitation periods.

1. Retention of title

We retain title to the delivered goods until all claims against the customer arising from the business relationship have been settled, including future claims, even those arising from contracts concluded simultaneously or subsequently. This also applies if individual or all claims have been included in a current account and the balance has been drawn and acknowledged.

If we withdraw from the contract due to the customer's breach of contract, in particular due to late payment, the customer shall bear all costs of repossession.

In the event of an application for the opening of insolvency proceedings, attachments, or other interventions by third parties, the customer must notify us immediately in writing, provide all necessary information, and inform the third party of the existing ownership rights. The customer may not pledge the delivered goods or transfer them as security.

The buyer is obliged to treat the delivered item with care; in particular, he is obliged to insure it at his own expense against fire and theft damage for its full replacement value.

The customer is entitled to resell the delivered item in the ordinary course of business.

However, he hereby assigns to us all claims, including all ancillary rights, arising from the resale of the goods against the purchaser or third parties, regardless of whether the goods subject to retention of title are resold before or after processing. The purchaser remains authorized to collect these claims even after assignment.

Our right to collect the receivables ourselves remains unaffected; however, we undertake not to collect the receivables as long as the customer duly fulfills his payment obligations, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.

We may require the customer to disclose the assigned claims and debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors of the assignment.

Any processing, treatment, or transformation of the delivered goods by the customer is always carried out on our behalf. The customer's conditional ownership of the delivered goods continues in the transformed item. If the delivered goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our delivered goods relative to the other processed items at the time of processing. The same provisions apply to the item created through processing as to the delivered goods supplied under reservation of title.

We are obligated to release the collateral held by us at the customer's request if its realizable value, taking into account standard banking valuation discounts, exceeds the secured claim by more than 20%. This calculation is based on dealer purchase prices for goods and the nominal value for receivables.

For the payment claim to which we are entitled under § 951 BGB for the loss of our ownership against the owner of a property with which the delivered item is attached, the obligations of the customer under this clause X shall apply accordingly.

If the agreement of a retention of title is not possible under the applicable regulations, but these legal provisions permit the reservation of other rights to the delivered goods, we may exercise these rights. The customer is obligated to cooperate in any measures we may take to protect our ownership or, alternatively, any other right.

1. Final Provisions

If the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the customer at any other place of jurisdiction. Mandatory statutory provisions regarding exclusive places of jurisdiction remain unaffected by this provision.

These delivery terms and all legal relations between the customer and us are governed by the law of the Federal Republic of Germany with the exception of the law of 11 April 1980 on the UN Convention on Contracts for the International Sale of Goods (Vienna CISG Convention).