Delivery and payment terms / General Terms and Conditions of EB Metaltec GmbH

1. Scope
1.1. The following terms and conditions apply to all orders accepted by the contractor. Deviations from these terms and conditions require a written agreement.
1.2. If the German Construction Contract Procedures (VOB), Part B, are agreed upon, they shall take precedence in their entirety and over the following terms and conditions to the extent that they contain any deviations from these terms and conditions.
1.3. These terms and conditions and the VOB, Part B, take precedence over any conflicting purchasing or similar terms and conditions of the customer. In ongoing business relationships, they form the basis for all further transactions.

2. Offers and Offer Documents
2.1. Offers from the contractor are non-binding.
2.2. All ancillary work (such as masonry, chiseling, plastering, carpentry, earthworks, electrical work, painting, etc.) is not included in the offer unless listed separately with quantity and price. If performed by the contractor, it will be charged separately. Installations that are carried out or repeated for reasons beyond the contractor's control will be charged separately.
2.3. Documents belonging to the offer, such as illustrations, drawings, weight and dimension specifications, are only approximate unless expressly designated as binding. If the execution drawings are prepared by the contractor, they will be submitted to the client for approval. All documents, such as illustrations, catalogs, drawings, etc., remain the property of the offeror at all times and must be returned immediately and unsolicited if no order is placed. All documents may not be passed on, published, reproduced, or used for any purpose other than the agreed one without the provider's permission. The contractor retains all copyrights to drawings and other designs.
2.4. The client is responsible for obtaining any official or other permits at their own expense.

3. Order Placement
Orders only become binding upon written confirmation. This also applies to orders placed through representatives. Deviating confirmations are considered new offers. If a client orders only parts of the offered deliveries or services, this is also considered a new offer, which requires written confirmation. The requirement of written form is not mandatory for subsequent side agreements, changes, and additions to the order.

4. Prices
4.1. Prices are net prices, excluding statutory value-added tax, which will be shown separately.
4.2. If services are not offered with transport or installation, prices are ex works, excluding packaging. Orders for which fixed prices have not been expressly agreed will be invoiced at the prices applicable on the day of delivery. Any tolls incurred will be billed separately.
4.3. If, at the request of a client, overtime, night work, work on Sundays or public holidays is subsequently performed on an order that we have accepted at fixed prices, or if the contractor is required to perform unforeseen work under difficult conditions, we are entitled to charge reasonable surcharges.
4.4. In the case of continuing obligations and agreements that include delivery or performance deadlines of more than four months after the conclusion of the contract, the contractor is entitled to request negotiations regarding a price adjustment if the following items increase: prices for the required materials after the conclusion of the contract, wages and ancillary wage costs due to statutory or collectively agreed changes, or changes in value-added tax. If negotiations fail, the contractor can withdraw from the contract.

5. Payment
5.1. Unless otherwise agreed, the following payment terms apply. The contractor is entitled to demand an advance payment of 30% of the total invoice amount upon placement of the order and upon commencement of installation.
5.2. All payments are due immediately upon invoicing. Discounts are not permitted for any payments unless specifically agreed upon in writing. Payments must be made exclusively to the contractor. Representatives are not authorized to collect payments.
5.3. The contractor is entitled to demand partial payments for services rendered in accordance with the contract. This also applies to necessary materials or components that are specially manufactured or delivered.
5.4. The client is entitled to charge €3.00 for each reminder. After an unsuccessful reminder and a grace period of 12 days set by the contractor, combined with a threat of withdrawal or termination, the contractor is entitled to withdraw from the contract by written declaration or to terminate the contract in writing and cease work, as well as to invoice all services rendered to date at the contract prices and to assert claims for damages.
5.5. In the case of warranty retentions, insofar as these are contractually permitted, the contractor is entitled to provide security by means of a bank guarantee.
5.6. Offsetting or withholding payment against claims arising from the contract is only permissible with due counterclaims that are not subject to any objection.

6. Delivery Time and Installation
6.1. Delivery times apply from the date of order confirmation or when the submitted dimensioned and non-binding drawings have been approved. Subsequent changes will extend the delivery time accordingly. If the client is responsible for these changes, the resulting costs will be borne by the client. Events of force majeure, reduction or cessation of production, operational disruptions at the contractor's or its suppliers' facilities that significantly alter economic performance, release the contractor from the obligation to meet the delivery deadline and entitle the contractor – provided they are permanent – ​​to withdraw from or terminate the contract in whole or in part. This does not apply to short-term disruptions or disruptions for which the contractor is responsible.
6.2. Installation will commence as soon as the site conditions permit unimpeded work. Any necessary scaffolding, as well as connections for electricity, water, etc., must be provided by the client. If delays or multiple trips are required due to insufficient preliminary work or preparations by the client for the installation, these costs will be borne by the client. For glazing work, assistance will be provided upon request of the glazing company, the client, or the building owner for a fee. This assistance is then provided under the responsibility of the glazing company, the client, or the building owner.
6.3. If the commencement, continuation, or completion of the work is delayed for reasons attributable to the client, and the client fails to remedy the situation immediately upon the contractor's request, the contractor may, while maintaining the contract, claim damages or set the client a reasonable deadline for fulfilling the contract and declare that, if this deadline expires without result, the contractor will withdraw from the contract. In the event of withdrawal, a claim for damages also remains valid.

7. Abnahme und Gefahrübergang
7.1. Die Abnahme der Leistung hat unverzüglich nach Anzeige der Fertigstellung zu erfolgen. Dies gilt auch für in sich abgeschlossene Teilleistungen.
7.2. Bei Aufträgen die eine Montage enthalten, geht die Gefahr ab der Abnahme auf den Auftraggeber über. Das Bruchrisiko für montierte Fenster und Türgläser geht jedoch bereits unmittelbar nach dem Einsetzen auf den Auftraggeber über. Gerät der Auftraggeber mit der Abnahme in Verzug, so geht die Gefahr im Verzugszeitpunkt auf ihn über. Das gleiche gilt, wenn die Montage aus Gründen, die der Auftraggeber zu vertreten hat, unterbrochen wird und wenn der Auftragnehmer die bis dahin erbrachten Leistungen einvernehmlich in die Obhut des Auftraggebers übergeben hat.
7.3. Erfolgt die Lieferung ohne Montage ab den Werkstätten des Auftragnehmers, so erfolgt sie stets auf Gefahr des Empfängers. Auch bei Vereinbarung frachtfreier Lieferung geht die Gefahr mit der Absendung auf den Auftraggeber über.

8. Warranty
8.1. Claims for obvious and known defects after acceptance are excluded.
8.2. Minor, reasonable deviations in dimensions and designs, particularly in the case of repeat orders, do not constitute grounds for complaint, unless adherence to specific dimensions and colors has been expressly agreed upon.
8.3. The contractor must be given the opportunity to inspect the complaints on site. Any modifications to deliveries and services made without the contractor's consent exclude any legal claim for rectification of defects.
8.4. In the case of justified complaints, subsequent performance will be carried out free of charge within a reasonable period. If subsequent performance fails or is refused, the client may demand reimbursement of the costs of substitute performance, a price reduction, or rescission of the contract.
8.5. In the case of repair work, the contractor assumes warranty only for the deliveries and services performed by them. No warranty is assumed for damage to deliveries and services of the contractor caused by subsequent tradespeople.

9. Liability and Damages
9.1. We are generally not liable for errors arising from documents submitted by the client or from inaccurate information provided by the client.
9.2. The contractor's liability is governed solely by these Terms and Conditions of Delivery and Payment. All claims not expressly granted herein – including claims for damages, regardless of their legal basis – are excluded. This does not apply to damages resulting from injury to life, body, or health, or from an intentional or grossly negligent breach of duty by the contractor, its legal representatives, or its agents.

10. Retention of Title
10.1. The delivered goods, regardless of their condition, remain the property of the contractor until full payment of all outstanding claims arising from the business relationship.
10.2. The client is obligated to notify the contractor immediately in writing of any attachments of goods subject to retention of title and to inform the attaching creditors of the retention of title.
10.3. If the delivery is made for a business operated by the client, the goods may be resold in the ordinary course of business. In this case, the client's claims against the third party arising from the resale are hereby assigned to the contractor. Unless the resale is already contractually stipulated between the contractor and the client, and the client has resold the goods on credit, the client must retain title to the goods vis-à-vis its contractual partner. The client hereby assigns to the contractor any claims arising from this retention of title against the third party.
10.4. If goods subject to retention of title are incorporated as essential components into the contractor's property, the client hereby assigns to the contractor all claims arising from the sale of the property or property rights, including all ancillary rights.
10.5. If the goods subject to retention of title are incorporated as essential components into the property of a third party, the client hereby assigns to the contractor any claims for payment against the third party, including all ancillary rights.
10.6. If the value of the securities held by the contractor exceeds its claims by more than 10% on a non-temporary basis, the contractor is obligated, at the client's request, to release the corresponding securities at its discretion.
10.7. In the event of a breach of contract by the client, particularly in the case of default in payment, the contractor is entitled to take back the delivered goods after issuing a reminder and withdrawing from the contract, and the client is obligated to return them.

11. Place of Performance and Jurisdiction
11.1. The place of performance for the delivery by the contractor and the payment by the client is the contractor's registered office.
11.2. If both contracting parties are businesses, the exclusive place of jurisdiction is the contractor's registered office.

12. Client's Terms and Conditions
The client's terms and conditions, which conflict with our terms and conditions, are not binding upon us, even if they are included in the order and have not been expressly rejected by the contractor.