Terms and conditions
of ökoNORM GmbH – production and distribution of ecologically friendly products.
These General Terms and Conditions apply to all current and future deliveries and services by ökoNORM. Any deviating or contradicting terms and conditions of the customer are hereby expressly rejected, unless otherwise expressly accepted by ökoNORM in writing. These General Terms and Conditions shall be accepted by the customer no later than upon acceptance of the delivery or service.
2. Contact coclusion
Our offers including catalog offers are subject to change without notice and non-binding. A contract is concluded only if the order of the customer has been confirmed by order confirmation or invoice in writing, by e-mail or fax. The same applies to supplementary agreements and side agreements.
- The minimum order value is:
- Delivery within Germany: net 100.00 €. Additional 8.00 € will be charged for orders below 100.00 €.
- Delivery outside Germany: net 250.00 €. Additional 17.50 € will be charged for orders below 250.00 €.
Packaging and transport are charged at cost price.
- Deliveries shall be made ex works at the customer's expense or according to the respective offer.
- If the delivery which is due to us is delayed due to unforeseeable exceptional circumstances (e.g. force majeure, disturbances of political and economic nature, in particular strikes, raw material scarcity, official measures), we reserve the right to either completely or partially withdraw from the contract or to postpone the delivery for the duration of the obstruction. If the abovementioned obstruction leads to an unacceptable for the customer delay, any contractual part can cancel the contract without compensation.
- We reserve the right to make partial shipments. The same applies to excess or short deliveries of up to 10% of the ordered quantity. In the case of excess deliveries, the full quantity shall be charged; in the case of short deliveries, the customer is not entitled to make any further claims for compensation for additional deliveries or damages.
- In case of orders on call we are entitled to withdraw from the contract or to demand compensation for the delay in acceptance, if the deadline has been exceeded and after the expiry of a defined grace period of 14 days. Simultaneously, we reserve the right to demand that the entire order not yet retrieved be immediately taken as a whole.
- The customer is entitled to claim compensation for losses resulted from a delay due to our fault, provided that we have failed to meet a reasonable extension of deadline granted by the customer in writing. The compensation amount shall not exceed to 0,5 % of the contract price for every full week of the delay, but not more than 5 % of the net value of the part of the delivery which could not be made available in time. All further claims are excluded, unless default is due at least to gross negligence.
- In addition, our terms of delivery and payment apply in the latest version.
4. Reservation of title
- All delivered goods shall remain our property (reserved goods) until fulfillment of all claims, irrespective of the legal basis, including future or conditional claims, also from contracts concluded at the same time or later. This also applies even if payments are made to settle specifically designated claims.
- The processing and handling of reserved goods is carried out by us as a manufacturer in accordance with Art. 950 BGB (German Civil Code) but without any obligations for us. The processed product shall also be regarded as reserved goods defined above (see 4.1). In the case of the processing (combining or mixing) of the reserved goods with the other goods of the customer, the co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other used goods is assigned to us. If our property expires by combination or mixing, the customer already transfers to us the property rights to the new property or the property in the scope of the invoice value of the conditional commodity and keeps it free of charge for us. The co-ownership rights resulting therefrom shall be regarded as reserved goods according to the paragraph 4.1.
- The customer can sell the reserved goods only in normal business transactions to his normal business conditions and as long as he is not in default, provided that the claims arising from the resale according to paragraphs 4.4 and 4.4 are assigned to us. The Customer shall not be entitled to any other disposal of the reserved goods.
- The claims of the customer from the resale of the reserved goods are already assigned to us. They serve the same extent as the reserved goods. If the reserved goods are sold by the customer together with other goods not sold by us, the assignment of the claims from the resale shall only apply in the amount of the resale value of the reserved goods sold in each case. If the claim from the resale by the customer is terminated into a current account relationship with his employee, the customer's claim is transferred from the current account ratio in the amount of the resale value of the respectively reserved goods sold. In the case of the sale of goods in which we have co-ownership according to the paragraph 4.2, the assignment of the claim shall apply in the amount of the co-ownership shares.
- If the buyer of the customer pays by check, the ownership of it passes to us as soon as the customer acquires it. If payment is made by bill of exchange, the customer herewith assigns to us in advance the rights resulting from it. The transfer of these papers is replaced by the agreement of the customer to store them for us or, if the customer does not obtain the immediate possession of them, hereby assigns to us in advance his claim for the possession against third parties. He will provide these documents with his endorsement and deliver them to us immediately.
- The customer shall be entitled to collect claims from the resale until such time as the revocation is permitted. The customer is entitled to assign the claims - including the sale of receivables to factoring banks - only with our prior written consent. At our request, he is obligated to notify his customers immediately of the assignment, insofar as the information is not provided by ourselves, and give us the necessary information and documents for the collection.
- If we claim the retention of title, this does not constitute a cancellation of the contract unless we expressly declare this in writing. The right of the customer to own the reserved goods expires if he does not fulfill his obligations under this or any other contract with us.
- The customer must notify us immediately of any seizure or other impairment of the reserved goods by a third party. Furthermore, the customer is obliged to immediately notify the third party of our reservation of ownership.
- If the actual value of the reserved goods used for security exceeds our claims by a total of more than 20%, we are obliged to release of securities upon the customer's request at our discretion.
- The customer is obliged to insure the reserved goods against fire and to provide verification of the appropriate insurance upon request.
5. Notice of defects and warranty
- The goods shall be carefully inspected by the customer immediately upon arrival at the destination. Notification of defects in the case of apparent defects, is only acceptable within 10 calendar days, starting from the first day of the delivery. Hidden defects shall be reported within a period of 6 months starting from the first day of the delivery. In addition, we shall be responsible for the timely receipt of the complaint.
- Remaining and occasional items are delivered under exclusion of any warranty, so that complaints are excluded.
- In the case of justified and timely notification of defects, the customer is only entitled, with the exclusion of all other rights, to reduce the purchase price or to demand replacement deliveries against the return of the delivered goods. The customer can only withdraw from the contract if the substitute delivery fails twice. However, withdrawal from the contract as well as other guarantees by the customer are excluded as soon as the delivered goods have been further processed.
- The right to set off shall only be granted with undisputed or legally binding claims.
- The paragraphs above regulate the warranty for goods and exclude other warranty and compensation claims, including claims for compensation resulting from positive breach of contract, or damages resulting from defects or caused by the third parties, including loss of profit. This does not apply to claims for losses resulting from expressly agreed property guarantees which should protect the customer against the risk of defects.
- The invoice amount is payable immediately upon receipt of the invoice without deduction. Foreign customers accept all the bank charges incurred by the customer and the contractor. Checks are not accepted.
- If older invoices are still open for payment at the time of the invoice receipt, the received payment amount will be charged to the older invoice, even if the customer explicitly calculates other clearing provisions. A cash discount is excluded in this case.
- If the customer has not fulfilled his payment obligation after maturity, we are entitled to charge default interest at the rate of 4% above the respective discount rate of the Deutsche Bundesbank. Any further claims for damages shall remain unaffected.
- We reserve the right to make partial invoices for partial deliveries. The provisions under 1 and 2 above shall apply mutatis mutandis.
- In addition, our terms of delivery and payment shall apply as amended.
7. Limitation of liability
Claims for damages arising out of impossibilities, positive breach of contract, negligence in the conclusion of the contract and tort are excluded both against us and our vicarious agents and vicarious agents, unless deliberate or grossly negligent conduct of our legal representatives or our executive staff. In any case, we are only liable for the damage foreseeable at the time of conclusion of the contract.
- The business relationship and the entire legal relations between the customer and us shall be subject exclusively to the law of the Federal Republic of Germany. Provisions of the Hague Purchasing Law shall not apply.
- Place of fulfillment and - as far as legally permissible - the place of jurisdiction for both parties is Halberstadt. However, we reserve the right to sue the customer at a general court of jurisdiction.
- Should individual provisions of these terms and conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake in this case to replace the ineffective provisions with those which are closest to the economic purpose of the original provisions or the risk distribution expressed in them.
- Our previous general terms and conditions are hereby repealed.
General Terms and Conditions of Business-Production Orders
1. General Information
- Our deliveries are made exclusively on the basis of the following conditions. Purchasing terms and conditions of the buyer are hereby expressly rejected. Such terms will not be binding upon us even if we do not expressly object to their application.
- Any contracts or agreements - particularly those that amend or supplement these provisions – are only binding upon us if they are confirmed in writing.
2. Offers ans commissions
- Our offers are non-binding and free of charge in terms of price, quantity, delivery periods and delivery dates, provided that the customer is an entrepreneur.
- We produce on behalf of the buyer. For the production of the order, 50% of the total order value shall be paid upon the order placement and remaining 50% shall be paid before the delivery of the goods.
3. Quality features, quantity and design tolerances
- The quantities stated in the order confirmation shall be complied with by us, as far as possible. In the case of customized products or palletized goods, deviations in quantities up to 10 % shall be permissible. This percentage can be exceeded for small orders, where the original cartons cannot be opened.
- All data on weight, content, dimensions etc. are average values. Unless limits for the permissible deviations are expressly stipulated, deviations within the scope of commercial practice shall be permitted.
- We shall not be liable for the compatibility of our goods with the customer's filling material in respect to physical properties, chemical resistance and specified color shades.
- On request, we provide the customer with resistance tables of the manufacturer of our goods.
- Complaints about the goods delivered by us shall be reported in writing without delay, within 3 days after receipt. For consumers, the obligation to provide information only refers to obvious defects.
- If defects are identified during use, (for example during filling), use is to be discontinued immediately. We are to be notified immediately.
- In case of significant defects, we will accept the goods back and supply a replacement free of charge. Should a possible supplementary performance again show deficiencies, the client is entitled at his discretion to demand for a discount or to withdraw from the contract.
- Any further claims, especially claims for damages of any kind are excluded. This includes, in particular, damages caused by the loss of filling material, or by discharged or unusable filling material. However, this exclusion of liability does not apply if the damage was caused by an intentional or grossly negligent violation of duty on our part or on the part of vicarious agents; or the damages arising from injury to life, body or health.
- Liability for damages to our, business customers, shall be limited to compensation of damages which are foreseeable at the time the contract is concluded.
- In the case of our default, we shall be liable only according to the provisions specified in section 4.
- If no special agreements are made, the packaging will be made at our discretion.
- Loaned packaging (in particular pallets, box pallets and containers) must be treated with care and returned immediately upon receipt free of charge.
- If such loaned packaging is not returned within a period of three months, which are customary in trade and industry, we are entitled to demand reasonable rental fees from this period.
- We reserve the right to charge the customer the full replacement cost in case of loss or delayed return of loaned packaging.
- In the event of force majeure we are entitled to postpone delivery by the duration of the hindrance and an reasonable start-up time or to withdraw from the contract due to the part not yet fulfilled.
- Under force majeure we understand strikes, lockouts and other circumstances which make delivery considerably more difficult or impossible, regardless of whether such circumstances have affected ourselves or one of our suppliers, unless we are subject to a takeover or precaution fault.
- The customer has the right to demand a declaration from us whether we wish to cancel the delivery or deliver within an appropriate deadline. In the absence of such decision, the customer may in this regard withdraw from the contract.
- If one contracting party delays acceptance or delivery, the other contracting party may exercise its right to terminate the agreement only with regard to partial deliveries that have not yet taken place and been accepted, unless previously stated that it is not interested in the partial fulfillment of the contract.
- In case of non-fulfillment of the contract by the customer, we are entitled to demand acceptance and payment or compensation for damages due to non-fulfillment of the contract in the amount of 5% of the order value.
- If the buyer is in default of payment after acceptance of one or individual partial deliveries, we are entitled to immediately demand acceptance and payment (prepayment) for already prepared or dispatched goods without waiting for the final acceptance fee of the final contract and for any remaining quantities (but not yet manufactured) to withdraw from the contract.
- The customer is obligated to pay the goods as long as we have reasoned concerns about the customer’s solvency. This also applies if a contractual payment should be agreed upon.
7. Purchase commitments
- The customer is obligated to accept the purchased goods as soon as they are ready to be collected.
- Deliveries are to be accepted by the buyer, even if they show insignificant defects.
- Partial deliveries are permitted to a reasonable extent.
- Each partial delivery will be deemed a separate transaction and can be invoiced separately by us.
8. Transportation risks
The shipment of the goods always takes place at the risk at the customer.
9. Terms of Payment Payment
- The section 286 (3) of German Civil Code (BGB) applies to the maturity of our invoices and default of payment.
- The section 288 (BGB) applies in the event of default of payment by our customers.
10. Property reservation
- All delivered goods shall remain our property until all our claims have been fulfilled, irrespective of the legal grounds, in particular balance claims. The handling and processing of the reserved goods are carried out according to the section 950 BGB, without obligations.
- The buyer is entitled to resell the goods subject to retention of title in the course of regular business operations. The claims from this resale are hereby already assigned to us.
- If the reserved goods are resold after processing or filling, in particular after processing with other goods not belonging to us or after compound mixing, the claims shall only be assigned to us only to the amount of our co-ownership shares.
- The customer is entitled to collect claims from resale up to the time of our admissible withdrawal, which we may claim at any time. The customer is not entitled to assign the claims. Upon our request, the customer is obligated to inform his customers of the assignment to us and to provide us with the information and documents required for collection.
- If the value of our securities exceeds the claims to be secured by more than 10%, we shall be responsible for selecting which securities to release upon the customer request.
- The customer must immediately notify us of a seizure or other impairment by a third party.
11. Place of Performance
The place of performance and place of jurisdiction for all obligations and legal disputes arising from the contract, including bills of exchange and legal documents, is Halberstadt. This shall not apply if the buyer is not a merchant according to German Commercial Code (HGB). In this case, the court agreement shall only apply if:
a. the customer changes his domicile or place of habitual residence to outside of the Federal Republic of Germany after conclusion of the contract, or the customer’s habitual residence is unknown at the time the complaint is filed;
b. our claims are asserted through legal dunning process.
The invalidity of one or more provisions of the above conditions shall not affect the validity of the remaining provisions.
12. Statute of limitations
Claims of an entrepreneur against us shall be subject to a limitation period of one year from the statutory start of the limitation period.