General Terms and Conditions

1. All deliveries and services of the supplier (hereinafter also referred to as "contractual performance") shall be provided exclusively in accordance with these General Terms and Conditions. These may be supplemented by written product or service-specific access conditions of the Supplier. Any access by the Client that differs from or supplements these General Terms and Conditions and the Supplier's product and service-specific terms and conditions shall not be valid. This shall also apply if the supplier carries out the delivery without reservation in the knowledge that the client's terms and conditions conflict with or differ from these general terms and conditions. These terms of delivery shall also apply to all future transactions with the client.
2. For all construction of work, including erection, the German Construction Contract Procedures (VOB, Parts B and C) shall apply in the version valid at the time of conclusion of the contract, insofar as the order is placed by a contractual partner active in the building trade, and these General Terms and Conditions shall otherwise apply.

1. The offers contained in the Supplier's catalogues and sales documents and - unless expressly designated as binding - on the Internet are always subject to change, i.e. are only to be understood as an invitation to submit an offer.
2. The Client's order is a binding offer. The Supplier may accept this offer at its discretion within three weeks by sending a confirmation of order or by delivering the ordered delivery items to the Client within this period or by providing the services ordered.
3. Offers made by the supplier are non-binding. Contracts are only concluded when the Supplier accepts the Client's order in accordance with Section 2.02..
4. Insofar as sales employees or commercial agents of the Supplier make verbal collateral agreements or give assurances that go beyond the written contract, these always require written confirmation from the Supplier to be effective.
5. If the Client is a merchant, the following shall also apply: Additional terms of delivery, including those of a technical nature, shall result from supplementary terms of delivery, price lists, in particular also with regard to dimensions and their calculation, glass thicknesses, price determination, box or packaging contents, packaging, freight costs, deposit, etc.. As far as nothing is contained therein and no special agreements have been made, the customary commercial practices shall apply. When placing the order, the customer must advise us of any special and contract-relevant legal, official or other requirements resulting from other regulations, orders and terms of reference.
6. If, after the contract agreement has been concluded, the Supplier becomes aware of facts, in particular default of payment with regard to earlier deliveries, which, according to due commercial judgement, indicate that the purchase price claim is jeopardised by the Client's lack of capacity, the Supplier shall be entitled, after setting a reasonable deadline, to demand advance payment or corresponding security from the Client at the Client's discretion and, in the event of refusal, to withdraw from the contract, whereby the invoices for part-deliveries already made shall become due Immediately.
7. Requests by the client for subsequent modifications or cancellation of the order can only be considered on the basis of a special agreement and only as long as production, cutting or treatment has not yet started.
8. The supplier may withdraw from the contract if it is unable to deliver as a result of non-delivery by a sub-supplier for which it is not responsible, even though the supplier has made every reasonable effort to procure the items to be supplied. In this case, the supplier shall inform the client immediately of the non-availability and reimburse the consideration.
9. The Supplier reserves the right to have contractually owed services performed by third parties. This shall not affect the Client's rights vis-à-vis the Supplier.

1. Compliance with the delivery or performance obligation presupposes the timely and proper fulfilment of the client's obligations.
2. Delivery dates or delivery periods are non-binding unless the supplier has expressly agreed to them as binding. Delivery periods shall start with the dispatch of the confirmation of order, but not before the provision of the bases, approvals, releases to be procured by the client and the entrance of an agreed number of payments. Delivery deadlines shall be deemed to have been met if the delivery item is dispatched within the deadline or readiness for dispatch has been notified.
3. The supplier expressly reserves the right to partial performance and part-deliveries and to invoice them if this is reasonable for the client when considering the supplier's interests.
4. Force majeure or operational disruptions occurring at the supplier, its upstream suppliers or subcontractors as a result of unforeseen obstacles occurring after contract agreement (in particular strikes, lockouts or disruption of transport routes), which temporarily prevent the supplier, its upstream suppliers or subcontractors from delivering the delivery items on the agreed date or within the agreed period, or from providing the contractual service through no fault of their own, shall extend the agreed dates and deadlines by the duration of the delivery or service disruptions caused by these circumstances. The supplier shall inform the client of the start and end of such hindrances as soon as possible. If a corresponding disruption leads to a delay in performance of more than three months, the client may withdraw from the contract for the delivery item or service in question.
5. With regard to timely deliveries, the Supplier shall only be liable for its own fault and that of its vicarious agents. The supplier shall not be liable for the fault of its sub-suppliers. In this case, however, the supplier is obliged to assign any claims for compensation against the upstream supplier to the client.
6. If, after the Supplier has already defaulted, the Client sets a reasonable grace period with the threat of refusal, the Client shall be entitled to withdraw from the contract after the fruitless drainage of this grace period. The client shall only be entitled to claims for damages in lieu of performance to the level of the foreseeable damage typical for the contract and claims for reimbursement of expenses if the delay is due to intent or gross negligence. Otherwise, liability for damages is limited to 50% of the damage incurred. The setting of a grace period with a threat of refusal is dispensable insofar as the client can assert that the setting of a grace period is dispensable due to the delay for which the supplier is responsible in accordance with Section 323 (2) BGB.

1. The shipping route and means are left to the supplier's choice. Packaging is not done by item, but exclusively according to transport, production and environmental aspects. The larger size of the unit always determines the packaging length.
2. Deliveries are made ex stock or ex work. The risk shall pass to the client when the goods are handed over to the carrier - regardless of whether he is commissioned by the client, the producer or the supplier - even if part-deliveries are made with regard to the part-delivery. This also applies to carriage paid deliveries. In the case of delivery by the supplier's vehicles, the risk shall pass to the client as soon as the goods have been prepared at the location specified by the client.
3. At the client's request, the supplier shall insure the delivery items to be shipped against theft, transport damage and other insurable risks at the client's costs. Transport damage must be claimed by the client directly from the transport company.
4. If dispatch is delayed at the client's request or through the client's fault, the goods shall be stored at the client's costs and risk. In this case, the announcement of readiness for dispatch is equivalent to dispatch. Immediately upon storage, the invoice for the goods shall become due.
5. If the transport is carried out by vehicle, the goods shall be deemed to have been handed over at the latest as soon as they are available to the recipient in front of the delivery point on a paved road and on the vehicle. If, in the elevation of the deliverer, the access road is not drivable, the handover shall take place at the place where a proper approach and departure of the vehicle is guaranteed.
6. If the client is a merchant, unloading is the sole responsibility of the client, who must provide suitable unloading equipment and the necessary labour. Waiting times for long-distance goods transport are calculated according to KVO and for local goods transport according to GNT.
7. If, by way of difference from the contractual agreements, the client requests assistance with unloading (including unloading equipment), onward transport or insertion, this work will be charged additionally. However, assistance with this work does not mean taking over any additional bond or risk.
8. Reusable packaging and glass transport racks (hereinafter referred to as "packaging") shall only be made available to the client on loan. The Client must notify the Supplier in text form within 2 weeks of the return of the packaging and make the packaging available. Failure to do so shall entitle the Supplier to demand 20% of the net purchase price for each week from the 3rd week onwards, up to a maximum of the full purchase price, or to invoice the value of the packaging, which shall be due for payment Immediately upon receipt.

1. The prices according to the agreement or confirmation of order shall apply. If no price is determined in the confirmation of order, the prices according to the supplier's price list valid at the time of conclusion of the contract shall apply. Unless otherwise agreed, the prices are ex work or stock plus packaging, freight and other shipping costs, as well as value added tax at the respective statutory level and other country-specific taxes for deliveries abroad.
2. The supplier's price calculation assumes that the positions on which the quotation is based remain unchanged, that any necessary foreman work has already been completed and that the services can be provided in one go - without hindrance. The Supplier's offers are based on the Client's specification without knowledge of local conditions.
3. The supplier reserves the right to heighten the prices for deliveries or services that are to take place 4 months after conclusion of the contract or later in accordance with the cost increases that have occurred due to increases in personnel costs, labour costs or material prices. If the heightening amounts to more than 4% of the agreed price, the client, if he is a consumer, has a right of cancellation, which must be exercised in text form within one week of receipt of the notification of the increase.
4. The supplier is entitled to demand progress payments if his performance is delayed beyond the agreed period without his fault.
5. Unless otherwise agreed, payments are due at the latest upon handover of the delivery or service. If payment is made within 14 days, the supplier shall grant a 2% discount. Payments shall always be used to settle the oldest due debt items plus interest accrued thereon. Discounts shall not be granted if the client is in arrears with the payment of earlier deliveries.
6. All claims of the Supplier shall become due Immediately if the payment dates and deadlines are culpably not met or if the Supplier becomes aware of a significant deterioration in the financial circumstances of the Client.
7. If the Client is in default of payment, the Supplier may revoke the direct debit authorisation (Clause 6.03) and demand advance payments for outstanding deliveries. However, the client may avert this legal consequence by providing security to the level of the jeopardised payment claim.
8. If the client is in arrears with a payment, interest on arrears shall be charged at the statutory level. Interest on arrears may be set at a higher level by the supplier if the supplier can prove a load with a higher interest rate.
9. Refusal of payment or retention of payment is excluded if the client was aware of the defect or other reason for complaint. This shall also apply if it remained unknown to the customer due to gross negligence, unless the supplier fraudulently concealed the defect or other reason for complaint or assumed a guarantee for the quality of the item.
10. The client is only entitled to offset if and insofar as his counterclaims are undisputed or have been legally established. The client shall only have a right of retention if and insofar as his counterclaims are based on the same contractual relationship and are undisputed or have been recognised by declaratory judgement.

1. The supplier retains title to the delivered goods until full payment of all current and future claims arising from the business relationship with the client ("reserved goods"). In the case of current invoices, the reserved property serves as security for the balance claim.
2. The client is obliged to treat the reserved goods with care and to insure them adequately at replacement value against fire, water damage and theft at its own costs. If maintenance and inspection work is required, the client must carry this out in good time at its own costs.
3. The customer is entitled to resell the reserved goods in the ordinary course of business; however, the customer hereby assigns to the supplier all claims arising from or in connection with the resale against its clients or third parties (including security and ancillary rights) to the level of the final invoice amount of the supplier's claims (including VAT), irrespective of whether the purchased item has been resold without or after fabrication. The client is authorised to collect these claims even after the assignment. The supplier's authorisation to collect the claims himself remains unaffected by this. The Supplier undertakes not to make use of this authorisation as long as the Client meets its payment obligations from the agreed proceeds, is not in default of payment and, in particular, no proposal for the opening of insolvency proceedings has been filed or payments have been suspended. In these cases, the client is obliged to inform the supplier of the assigned claims and their debtors, to provide all information necessary for collection, to hand over the relevant bases and to inform the debtors (third parties) of the assignment.
4. The client is not authorised to pledge the reserved goods, to assign them as security or to encumber them with other rights of third parties. The client must inform the supplier immediately of any enforcement measures taken by third parties against the reserved goods, handing over the necessary bases for an intervention; this also applies to impairments of any other kind. Irrespective of this, the client must advise the third party in advance of the existing rights to the reserved goods. Insofar as the third party is not in a situation to reimburse the costs of an intervention by the supplier, the client shall bear the costs.
5. The processing or transformation of the reserved goods by the client is always carried out for the supplier. If the reserved goods are processed with other items not belonging to the Supplier, the Supplier shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the reserved goods.
6. If the goods subject to retention of title are inseparably mixed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Buyer's item is to be regarded as the main item, it is agreed that the Client shall transfer co-ownership to the Supplier on a pro rata basis. The client shall hold the sole ownership or co-ownership thus created in safe custody for the supplier
7. The Client shall also assign to the Supplier the claims to secure the Supplier's claims against him which accrue to him against a third party through the junction of the reserved goods with an estate.
8. If the Supplier is entitled to demand the return of the goods subject to retention of title, the Client shall bear the costs of repossession. The client authorises the supplier to sell the reserved goods taken back on the open market at the best possible price and to offset the proceeds, less reasonable selling costs, against the purchaser's liabilities.
9. If the realisable value of the security exceeds the Supplier's claims against the Client by more than 10%, the Supplier shall be obliged, at the Buyer's request, to release security to a corresponding perimeter. The supplier reserves the right to choose the security to be released.
10. If, in the case of deliveries abroad, a reservation of title cannot be agreed with the same effect as under German law, but the reservation of other rights to the delivery item is permitted, the supplier shall be entitled to these rights. The client must co-operate in this in every respect.

1. Within the scope of application of the building regulations of the federal states, only building products and types of construction may be used that comply with the relevant building regulations, e.g. list of technical building regulations, building regulations list, general building authority approvals and general building authority test certificates. The functional values specified by the supplier for the glass structures are determined in accordance with the regulations introduced or agreed by the building authorities at the time of delivery under the test dimensions and access required therein. Differences in formats, glass structures and treatments may result in modifications to the properties. The specified glass thicknesses have not been tested for order-related static requirements (wind, snow, climate and live loads).
2. The properties and technical requirements of the products are described in the Tolerances manual, 4th direction 04.2013 with the tolerances of basic glass and the treatments for the products refined from it, such as multi-pane insulating glass, ESG, ESG-H, TVG, Emalit, Seralit and VSG. Additional advice for products can be found in the respective product information sheets. The base for this is provided by the named regulations or manufacturer-specific information as described in the single documents. The documents are available at www.climaplus-securit.com or can be sent on requirement.
3. In the case of toughened safety glass (ESG), so-called nickel sulphide inclusions can lead to spontaneous breakage in individual cases due to the material and manufacturing process. Depending on the intended use, the use of ESG-H is therefore recommended. A heat soak test can significantly reduce the residual risk of such breakages, but cannot completely rule them out. Depending on the installation situation, the use of other types of glass, e.g. laminated safety glass (LSG), may be advisable.

1. The quality of the goods to be delivered, including their usability for a determiner purpose, is determined exclusively by the corresponding agreements between the parties. Deviations in dimensions, colour and weight within the frame of customary tolerance do not constitute a defect. The valid tolerances can be found in the "Tolerances Manual" (available at: www.climaplus-securit.com/service/rechtliches/ ). Illustrations in catalogues, prospectus and on the supplier's websites are not binding for the version. We reserve the right to make technical and constructive modifications to the goods insofar as they are customary in the trade, do not unreasonably affect the client and do not impair the usability for the agreed purpose. The technical dates and descriptions in the respective product information or advertising materials shall only become part of the contract if they are expressly included in the contract in writing.

2. The client is obliged to control the delivery items immediately upon delivery. All obvious and/or recognised defects, shortages and wrong deliveries must be announced to the supplier in text form within a period of one week from receipt of the delivery items at the latest, but in any case before their processing or assembly, whereby the timely dispatch of the written complaint is sufficient to meet the deadline. Further obligations of the merchant according to §§ 377, 378 HGB remain unaffected. If the Buyer fails to inspect the properties relevant for the intended use before assembly or attachment of the goods, at least on a random basis (e.g. by means of functional tests or a trial assembly), it shall be in considerable breach of the due care customary in commercial transactions (gross negligence).

3. The Client is obliged to give the Supplier the possibilities to determine the defect complained about at the place of delivery or to make the delivery item complained about or samples thereof available to the Supplier. In the event of culpable refusal, the client shall lose its claims for defects. If the client accepts a defective contractual service although he is aware of the defect, he shall only be entitled to claims for defects if he expressly reserves his rights due to a defect when taking over. The client cannot refuse to accept contractual services if there are only insignificant defects.

4. In the event of subsequent fulfilment, the supplier reserves the right to choose between removal of the defect and delivery of a defect-free item; this does not apply in the event of delivery recourse pursuant to Sections 445a, 445b BGB, where the last contract in the chain is a purchase of consumer goods.

5. The necessity of expenses for the removal of defective goods and the assembly of defect-free goods must be demonstrated and proven by the buyer. For this purpose, the actual costs incurred for the reasonably undertaken measure must be proven in a comprehensible accounting. § Section 439 paragraph 3 BGB remains unaffected.

6. If the costs of subsequent fulfilment are disproportionate according to the circumstances of the individual case, the seller may refuse to reimburse these expenses. The costs are disproportionate in particular if the costs of subsequent fulfilment are disproportionate in comparison with the significance of the defect. This is regularly the case if the total necessary costs of subsequent fulfilment exceed 150% of the deducted value of the goods or 200% of the reduced value of the goods due to the defect.

7. Claims for damages due to a defect that is not already deemed approved according to clause 8.02 are governed by clause 9. The buyer's right of recourse according to §§ 445a, 445b BGB (recourse of the seller) only exists insofar as the buyer has not made any agreements with his customer that go beyond the statutory claims for defects. However, the buyer's right of recourse pursuant to Sections 445a, 445b BGB shall only exist up to a maximum amount of 150% of the deducted value of the goods; this shall not apply in the case of recourse where the last contract in the supply chain is a purchase of consumer goods.

8. If the client is an actual contractor, the warranty period is 12 months from the transfer of risk. The statutory terms of limitation in the case of fraudulent concealment and in the case of an item that has been used for a building in accordance with its normal use and has caused its defectiveness shall remain unaffected. The term of limitation for recourse claims of the buyer in accordance with §§ 445a, 445b BGB is one year from the start of the statutory limitation period, unless the last contract in the supply chain is a purchase of consumer goods. In these cases, the statutory term of limitation shall apply.

1. The supplier's bond for damages is limited to intent and gross negligence. This does not apply to bonds due to a fraudulently concealed defect, due to injury to life, limb or health, due to the breach of cardinal obligations and due to the Product Liability Act. Cardinal obligations in this sense are obligations that arise from the natural nature of the contract and whose breach jeopardises the achievement of the purpose of the contract. Irrespective of the form of fault, the supplier's bond is limited to compensation for foreseeable damage typical of the contract. Bonds for indirect damages, consequential damages and third-party claims are excluded. This does not apply to the bond due to a fraudulently concealed defect, due to injury to life, limb or health and due to the Product Liability Act.

2. The personal bond of the supplier's legal representatives, vicarious agents and employees for damages caused by them is limited to the same extent.

3. The term of limitation for claims for damages by the client is one year, unless the claims are based on a fraudulently concealed defect, on the defect of an item that has been used for a building in accordance with its normal use and has caused its defectiveness, on injury to life, limb or health, on intent or gross negligence or on the Product Liability Act. In these cases, the statutory term of limitation shall apply.

1. The place of fulfilment for deliveries and payments is the Supplier's registered office, unless otherwise stated in the Supplier's confirmation of order.

2. The client may only transfer its rights and obligations arising from the contract concluded under these access conditions with the written consent of the supplier.

3. Should any determination of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties shall replace the invalid provision with a valid provision that comes closest to the economically intended purpose of the invalid provision.

4. The place of jurisdiction for all disputes arising from this contract is the court responsible for the supplier's registered office, provided that the client is a merchant or the client moves his place of residence or habitual abode out of Germany at the time of the contract agreement or his place of residence or habitual abode is not known at the time the action is filed.

5. The contractual relationship is subject to the law of the Federal Republic of Germany. The application of the Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980 and the application of the German conflict of laws is excluded.

1 The Seller may deliver the goods to the Buyer on commercially available reusable racks (hereinafter referred to as "reusable racks"). The reusable racks remain the property of the seller and must be returned to the seller immediately and undamaged.

2 Gestellpool Europe GmbH & Co KG, Vahrenwalder Str. 236, 30179 Hanover (Hanover Local Court HRA 201200), hereinafter referred to as Gestellpool, is solely responsible for the management of the reusable racks.

3 The use of the reusable racks is free of charge for a period of 49 calendar days from delivery. After expiry of this period, the customer shall owe a weekly contractual penalty in accordance with the following agreements.

1 The customer is obliged to release the reusable racks immediately. The customer must immediately report the returnable racks to the company named in § 1 paragraph 2. The seller shall collect the racks either himself or through an authorised third party.

2 The release notification is made via the web interface of the rack pool at www.gestellpool.com, or by telephone at +49/511/65511444, by fax at +49/511/65511499, by e-mail at freimelden@gestellpool.com, as well as via smartphone app.

3 The customer is obliged to protect the reusable racks against damage and loss until they are collected. This obligation no longer applies if the reusable racks are not collected within 21 days after notification of release in accordance with § 2 paragraph 2, although the reusable racks are actually free and can be collected.

4 If a rack was incorrectly reported ready for collection (not released, not safe for transport, not accessible, or not at the specified address), the period of use continues from the date of delivery. Gestellpool may charge logistics costs for its futile efforts.

5 In the case of release notifications at a location other than the original delivery, the company named under § 1 paragraph 2 is authorised to charge logistics costs according to expenditure (cf. paragraph 4 above).

1 The customer shall be in default of his obligation to release and report the returnable racks if he does not release and report the returnable racks within 49 calendar days of receipt, without the need for a reminder.
2 The default ends with the release report if the returnable racks are actually free and can be collected at the time of the release report.

1 If the customer is in default with the release and notification of release of the reusable racks/racks, he shall be liable to a contractual penalty within the meaning of Sections 339 et seq. §§ 339 ff. BGB (German Civil Code). For each commenced week of delay, the customer has forfeited a contractual penalty of EUR 20.00 net per reusable rack. The amount of the contractual penalty is limited to the amounts according to § 5. The returnable rack remains the property of the seller in any case.
2 If the customer loses a returnable rack, he has forfeited a contractual penalty in the amount of the maximum amount, see § 5, due to non-fulfilment (§§ 339, 340 BGB). The right to claim higher damages remains reserved (§ 340 para. 2 sentence 2 BGB).
3 If a customer damages a reusable rack, he has forfeited an amount of EUR 50.00 as compensation (§ 339 BGB). The total loss of a reusable rack is calculated with the maximum amount according to § 5. A total loss is deemed to exist if there is a risk that the glass to be transported can no longer be transported without defects due to damage to the glass transport rack. The parties are at liberty to provide evidence of lower or higher damages.

The parties agree on the net value to be reimbursed for each returnable rack as follows:
- Rack "A-small", "L-small", "trolley" and "other racks" = EUR 450.00
- Rack "A-medium" and "L-medium" = EUR 550.00
- Frame "A-large and "L-large" = 650.00 EUR
- Frame "A-oversized" and "L-oversized" = 750.00 EUR

The seller hereby notifies the customer that all claims arising from contractual penalties and logistics costs have already been assigned to Gestellpool and that Gestellpool has accepted the assignment. Gestellpool is authorised to assert contractual penalties and logistics costs against the customer out of court and in court in its own name and for its own account. Gestellpool alone, and not the seller, is the owner of the claims arising from contractual penalties and logistics costs as defined in clauses 2, 4 and 5.

The seller passes on the name, address and other contact details of the customer to Gestellpool. Gestellpool is authorised to store and process this data. The data may only be collected, stored, processed and passed on for the purpose of implementing this contract and for the purpose of managing the racks and asserting contractual penalties. Any other use of the data, in particular for advertising purposes, is not permitted. We would like to point out that data transmission over the Internet (e.g. when communicating by e-mail) may be subject to security vulnerabilities. Data protection against access by third parties is not guaranteed.