1. Terms in General
The company GIRLOON GmbH & Co. KG (hereinafter referred to as “GIRLOON”) concludes all contract agreements involving businesspeople, entrepreneurs and all other parties to contracts who are not consumers as defined by Section 13 of the German Civil Code (“BGB”) while taking the following General Terms and Conditions of Business into account.
2. Offers, Tenders & Proposals, Placement and Acceptance of Orders
Confirmations of orders along with supplements, amendments or ancillary agreements made via telephone, telegraphically or verbally pertaining to contract agreements must be made in writing in order to become effective.
3. Periods of Delivery
Dates for delivery are to be viewed merely as approximate and non-binding. GIRLOON is entitled to make partial shipments if and when particular interests on the part of the recipient do not preclude partial shipment. GIRLOON is entitled to invoice partial shipments separately. In the event of agreed periods of delivery, said periods and/or deadlines shall be extended if and when the dispatching of delivery is impeded as a result of strike, lockout and/or any disruption of operations whatsoever.
The shipping of goods occurs at the expense and risk of the buyer. The latter equally applies if and when GIRLOON takes over carriage-paid delivery to a destination.
5. Terms of Payment and Due Date
Indications of targets for payment on the invoice do not lead to a deferral of the invoice amount. The buyer is in arrears if and when said buyer has not paid within 30 days upon receipt of the invoice. Setting-off by means of counterclaims is ruled out unless the counterclaim is legally enforceable or being acknowledged by GIRLOON.
6. Retention of Title
All goods delivered remain the property of GIRLOON until all claims on the part of GIRLOON against the respective buyer have been fully satisfied, irrespective of the legal grounds upon which they may have arisen.
The buyer does not acquire ownership due to installation of the delivered goods in buildings or chattel belonging to the buyer. A disposition of goods subject to retention of title is permitted to the buyer solely within the course of orderly business. The goods subject to retention are not allowed to be pledged or collateralised. If the buyer resells the goods while subject to retention of title, the buyer is obliged to reserve title to the benefit of GIRLOON. The processing of goods subject to retention occurs to the benefit of GIRLOON. GIRLOON remains the owner or, in the event of combination or crafted conversion, acquires co-ownership of the new item in proportion to the value of the goods subject to retention in relation to other processed objects.
In the event of the attachment or seizure of goods subject to retention, the buyer is obligated to notify GIRLOON immediately.
The buyer assigns claims arising in future from the resale of goods subject to retention to GIRLOON; GIRLOON accepts the assignment thereof. This assigment of claim equally takes place for claims which arise in conjunction with a further processing of the goods subject to retention. The scope of the assigned claims is equivalent to the value of the goods subject to retention in proportion to the total claim on the part of the buyer. The buyer is authorised to collect the assigned claims self-reliantly within the normal course of business and realise the proceeds thereof, provided that the buyer has not defaulted on fulfilment of its payment obligations towards GIRLOON or unless GIRLOON has revoked such authorisation. The buyer is obligated to disclose all circumstances to GIRLOON resulting from resale or further processing which has occurred for the purpose of asserting claims on the part of GIRLOON.
7. Warranty and Compensation
GIRLOON assumes warranty within the scope of statutory provisions while taking the following stipulations into account:
a) Warranty claims pertaining to deficiencies lapse within one year upon delivered handing-over of the goods unless the seller (i.e. GIRLOON) has acted wilfully and knowingly or fraudulently concealed the deficiency or assumed a guarantee for the quality of the goods.
b) Complaint pertaining to deficiences which are apparent in the course of the duly proper inspection of goods must be made no later than within one week following delivery of the goods to the intended destination and prior to their processing; in the case of deficiencies which are not apparent, promptly upon the detection thereof. Said complaint must be made in writing and include precise designation of the alleged individual deficiencies. The lodging of any claims whatsoever is otherwise ruled out, provided that GIRLOON has not fraudulently concealed said deficiency.
c) Claims of any nature whatsoever towards compensation or towards reimbursement of expenses (installation costs etc.) are ruled out. This does not apply to claims due to injuries to life, limb or health, as well as to claims due to damages which have been caused due to wilful intent or gross negligence on the part of GIRLOON.
d) In the event of a delivery of goods bearing verifiable deficiency and the timely lodging of a complaint against said deficiency, GIRLOON is entitled at its own discretion to rectify the deficiency or undertake subsequent delivery of goods bearing no deficiencies within reasonable periods of delivery, pari passu with the return of the goods bearing deficiency. In the event that retrospective fulfilment fails, the buyer reserves the right to reduce the purchase price or withdraw from the contract agreement.
e) Warranty claims pertaining to deficiencies pursuant to Section 437 of the German Civil Code (“BGB”) are ruled out (with the exception of claims for abatement) when and to the extent that the buyer has processed the goods further although aware of the deficiencies, of a delivery agreed otherwise, of incorrect delivery or despite obvious deficiencies, and a return shipment of the goods is consequently ruled out due to a deterioration of the goods caused by said further processing. This does not apply when the seller has fraudulently concealed the deficiency or assumed a guarantee for the quality of the goods.
f) Slight, technically unavoidable variances in terms of the quality, colour, width and weight of the furnishings and/or said variances in terms of the design do not constitute any grounds whatsoever for warranty claims to be made unless a specific quality has been ensured and agreed. The customary standards and tolerances in the production and crafting of carpeting apply.
In the case of velour carpeting, the occurrence of lasting shading does not constitute any grounds whatsoever for warranty claims to be made, because said shading does not impair the functional utility and the causes are not due to the materials or construction design.
8. Our current installation instructions apply with regard to the laying of goods, supplemented by the German construction contract procedures and technical specifications for flooring work (“VOB DIN 18365”). Prior to commencing work with the goods, these installation instructions are to be requested from us or are available at www.infloor-girloon.de. Our current instructions for care and cleaning apply for cleaning the goods. These instructions are to be requested from us or are available at www.infloor-girloon.de.
9. Venue of Performance, Venue of Jursidiction
The venue of jurisdiction for all claims resulting from this contract agreement involving businesspeople, entrepreneurs and contracting parties abroad is Rheda-Wiedenbrück, Germany. GIRLOON GmbH & Co KG • Company seat: Herzebrock, Germany • Municipal court of registry: Gütersloh, Germany • Commercial register no. HR A 5568 • General partner bearing full personal liability: Vetex Beteiligungs GmbH • Municipal court of registry: Gütersloh, Germany • Commercial register no. HR B 5627 • Managing directors: Stefanie Ritterbach, Ulrich Dresing