General terms and conditions of business

I. Place of performance, jurisdiction and choice of law

The common place of performance and fulfillment for contracts with Flammie GmbH is 50226 Frechen. In the case of contracts with merchants, legal entities under public law or special public funds, all disputes are to be decided by the courts responsible for our company headquarters. All legal relationships and legal transactions between Flammie GmbH and the buyer are subject exclusively to the law of the Federal Republic of Germany. The contract language is German. If the contracting parties use another language, the German wording applies. The following conditions apply to all contracts and deliveries unless they have been changed with the express consent of the seller. Oral side agreements also require our consent. Deviating general conditions of the buyer only apply if we expressly agree to them; this also applies if we have not expressly objected to them.

II. Content of the contract

All legal declarations and contracts are based exclusively on these terms and conditions. Any deviating terms and conditions of the contractual partner that are not expressly accepted in writing are not binding for Flammie GmbH.

III. Delivery and Shipping

Delivery is always ex works. Shipping is at the buyer's expense and risk. We allow a transport time of up to 3 working days for delivery of the goods. Insurance is only taken out on the express request and at the buyer's expense. Packaging is charged at the lowest possible price and is not taken back. If no other instructions are given, the goods will be shipped using the cheapest shipping method at our discretion.

IV. Prices and payment terms

The agreed prices are ex warehouse from our warehouse in Frechen or Wülfrath. Additional transport costs, customs duties and incidental costs are borne by the buyer unless otherwise agreed. Our list and offer prices are net prices. They are subject to change and are ex works, excluding packaging and additional statutory VAT. VAT is not applicable for foreign transactions, but the recipient/buyer must bear the duties and fees incurred for the transfer to the recipient country, in particular customs duties, and any statutory duties or fees incurred in the recipient country. The deduction of discounts requires a separate agreement. The buyer's general terms and conditions that provide for the deduction do not apply and are not binding for Flammie GmbH. Invoices are due within 14 days of the invoice date, unless otherwise agreed. If the customer defaults on a payment, the statutory provisions apply. The minimum net order value is 150.00 euros, below this we charge a surcharge of 20.00 euros.

V. Delivery times

Delivery periods and delivery dates are generally only approximate unless they have been expressly designated in writing as binding or fixed. The decisive factor is the time of dispatch or notification of readiness for dispatch. In the case of subsequent changes, the new delivery period only begins with confirmation of the change. Sentence 1 then applies accordingly. If the deadline is missed, the seller must first be given a reasonable grace period before withdrawal. Delivery delays due to force majeure, strikes and lockouts for which we are not responsible, or operational and/or raw material shortages entitle us to withdraw from the unfulfilled contract if the circumstances mentioned make delivery and service impossible for more than just a temporary period and were not foreseeable.

VI. Call orders

Call orders must generally be processed within 12 months. If a call order is not called and delivered in full or in part within 12 months, we are entitled to deliver the (remaining) quantity to the customer without prior notice. If a call order is delivered later than 12 months due to a special agreement, we reserve the right to adjust the price. Call orders may not be reduced or cancelled without our express written consent. Any conditions of the customer to the contrary only bind us if we expressly accept them. In case of doubt, the date of the order confirmation is decisive.

VII. Acceptance

If an ordered product is not accepted, Flammie GmbH is entitled to withdraw from the contract after a grace period of 10 days has expired without result and to demand compensation for non-fulfillment amounting to 15% (per cent) of the agreed net purchase price. Flammie GmbH reserves the right to prove that the damage is greater. The buyer reserves the right to prove that the damage is less.

VIII. Retention of title

We retain title to the delivery item until all payments from the delivery contract have been received. If the buyer breaches the contract, in particular if payment is delayed, we are entitled to take back the delivery item after setting a reasonable deadline. The buyer is obliged to hand it over. In the event of seizure or other interventions by third parties, the buyer must notify us immediately in writing so that we can file a lawsuit in accordance with Section 771 of the Code of Civil Procedure. The buyer is entitled to resell the delivery item in the ordinary course of business. However, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) that arise from the resale against his customers or against third parties, regardless of whether the delivery item was resold without or after processing. The buyer is authorized to collect this claim after it has been assigned. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the buyer properly meets his payment obligations and is not in default of payment. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. We undertake to release the securities to which we are entitled at the request of the buyer to the extent that their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 10%.

IX. Warranty

The buyer's claims for defects only exist if he has properly fulfilled his inspection and complaint obligations under Section 377 of the German Commercial Code (HGB), otherwise the goods are deemed to have been approved. In the event of justified complaints about defects, Flammie GmbH has the right to deliver defect-free goods within the scope of the subsequent performance obligation. Only after two unsuccessful subsequent deliveries within a reasonable period of time should the subsequent performance be considered to have failed, so that the buyer is then entitled to the further statutory warranty claims. If Flammie GmbH has to pay damages due to the statutory provisions and in accordance with these conditions, liability is limited to cases of gross negligence or intentional behavior. However, this limitation does not apply in the event of injury to life, body or health. Regardless of any fault on the part of the buyer, any liability of Flammie GmbH in the event of fraudulent concealment of a defect in the service or from the assumption of a guarantee or a procurement risk and in accordance with the Product Liability Act remains unaffected. Claims for material defects expire 12 months after delivery of the goods to the buyer, unless we grant longer warranty periods in individual cases.

X. Severability Clause

Should individual provisions be or become legally invalid or should a gap arise in the contract, this shall not affect the validity of the remaining content of the contract.