General Terms & Conditions

1. subject matter

1.1 joro türen gmbh, industrie west, 77871 renchen, provides all deliveries and services from purchase contracts, contracts for work and labour and contracts for work and materials in accordance with the terms and conditions stated here, unless we have expressly excluded their validity.

1.2 We do not recognise any general terms and conditions or conditions of purchase of the customer that deviate in whole or in part from these General Terms and Conditions unless we have expressly agreed to them. These General Terms and Conditions shall also apply exclusively if we provide our services without reservation in the knowledge of conflicting general terms and conditions or terms and conditions of purchase of the customer.

1.3 These General Terms and Conditions shall also apply to future contracts concluded by the parties, even if we do not expressly refer to them again.

2 Conclusion of contract

2.1 Our offers are subject to delivery to us by our suppliers.

2.2 A contract under these terms and conditions shall only come into existence upon our written order confirmation or delivery. The wording of our order confirmation and our written offer alone shall be authoritative for the fulfilment of an order. In the absence of an order confirmation, the content of our offer alone shall be authoritative. Written dimensional confirmations shall in any case take precedence over drawings and sketches.

2.3 Collateral agreements, reservations, amendments and supplements to the contract must be made in writing to be valid.

3 Prices

3.1 Notwithstanding the information in our order confirmations, the list prices valid on the day of delivery shall always be charged if the goods or work services are delivered or performed as agreed no earlier than four months after conclusion of the contract, unless a fixed price has been expressly agreed.

3.2 Any discounts, turnover or freight reimbursements granted shall lapse in the event of judicial or extrajudicial composition proceedings, in the event of the customer's insolvency and in the event of payment arrears of more than two months or judicial dunning proceedings.

3.3 Taxes and duties of any kind which directly or indirectly increase the price of the goods shall be borne by the customer.

3.4 Our prices do not include packaging and dispatch.

4 Terms of payment

4.1 Unless otherwise agreed in writing, payment of our invoices must be made without any deductions in good time so that the equivalent value is available to us in cash or on our bank account on the due date. The due date of the invoice shall be the date of delivery or, in the case of a contract for work and labour, the date of completion. The delivery shall be deemed to have been made upon notification of readiness for dispatch ex works (cf. No. 6 No. 2). The work shall be deemed to have been performed when the goods are ready for acceptance.

4.2 Unless expressly agreed otherwise in writing, it shall be deemed agreed in any case that payment shall be made punctually, irrespective of receipt of the goods and the right to give notice of defects.

4.3 We are not obliged to accept bills of exchange in payment. Bills of exchange and cheques shall only be regarded as provisional cover until they are honoured in cash; all costs, stamps and charges arising from their acceptance shall be borne by the customer. The same applies to assignments given to us; we reserve the right to take legal action against any third-party debtors arising from this. In the event of default of payment, all claims, including deferred claims, shall become due immediately.

4.4 In the event of late payment, interest shall be charged from the due date onwards on the basis of §§ 247 Para. I, 288 Para. II BGB. The assertion of a demonstrably higher damage caused by delay is unaffected by this.

4.5 If circumstances become known to us after conclusion of the contract - in particular in connection with an objective lack of creditworthiness on the part of the customer - or in the event that insolvency proceedings are instituted against the customer's assets or sustained seizures or other enforcement measures are taken against the customer and our claim to payment is jeopardised as a result, we may, at our discretion, withdraw from the contract or set the customer a deadline within which the customer must provide the consideration step by step or provide security. This shall also apply with regard to deliveries and services or partial deliveries and partial services that have not yet been paid for by the customer. We expressly reserve the right to withdraw from the contract in the event of the unsuccessful expiry of the deadline. We may also prohibit the resale and processing of the delivered goods and demand their return or the transfer of indirect possession of the delivered goods at the customer's expense and revoke the collection authorisation in accordance with No. 7 No. 3. In the aforementioned cases, the customer hereby agrees to our taking back the delivered goods.

4.6 In the event of late payment, even for a single delivery, § 321 BGB shall apply to all orders not yet delivered.

5 Delivery periods and deadlines

5.1 Delivery periods and deadlines are only binding if they have been agreed in writing.

5.2 If we are in default of delivery, whereby default only occurs after an express prior reminder, even if a fixed delivery date has been agreed in the calendar, the customer must set us a reasonable grace period for delivery, insofar as this is reasonable for the customer, taking into account our interests. The customer may only withdraw from the contract after this grace period has expired without result. The setting of a grace period and the declaration of cancellation must be made in writing. A claim for damages according to §§ 280 ff. BGB is excluded, unless we or our vicarious agents are guilty of intent or gross negligence. In such cases, the claim for damages shall be limited to twice the net invoice amount.

5.3 Impediments to performance beyond our control, such as force majeure, industrial action, difficulties in procuring materials or official intervention, even if they occur at our suppliers, shall lead to a reasonable extension of our delivery and completion deadlines. If performance becomes impossible or unreasonable due to such events, both contracting parties may withdraw from the contract in writing. In such cases, the customer shall have no claim for damages unless we or our vicarious agents are guilty of intent or gross negligence.

5.4 If the customer does not accept the goods on time, we shall be entitled to withdraw from the contract and/or claim damages after setting a grace period of at least four weeks.

6 Dispatch and transfer of risk

6.1 Our consignments are dispatched at the risk of the recipient, unless otherwise agreed. Transport insurance shall only be taken out at the express request of the customer and at the customer's expense.

6.2 The risk shall generally pass to the customer upon handover of the contractual product to the carrier, forwarding agent, its authorised representative or other persons designated by us, even in the case of delivery by our own vehicle or personnel. If dispatch is delayed or becomes impossible through no fault of our own, the risk shall pass to the customer upon notification of readiness for dispatch. If the goods are collected by the customer, the risk shall pass to the customer upon notification that the goods are ready for dispatch.

6.3 In the case of delivery free domicile, the customer is obliged to provide personnel at his own expense for unloading and transport to the final destination.

7 Retention of title

7.1 The goods shall remain our property until full payment has been made. If the customer is an entrepreneur, we shall be granted the following securities until the fulfilment of all claims to which we are entitled against the customer now or in the future for any legal reason, which we shall release at the customer's request at the customer's discretion if their value exceeds the value of the claims by more than 20 %.

7.2 Any treatment or processing shall always be carried out for us as the manufacturer within the meaning of § 950 BGB, without any obligation on our part. If the goods subject to retention of title are processed or combined with other goods, we shall in principle acquire a co-ownership share in the new item, in the case of processing in the ratio of the value of the goods subject to retention of title to the value of the new item, in the case of combination in the ratio of the value to the value of the other goods. Should the customer become the sole owner, he hereby grants us co-ownership in the ratio of the aforementioned values and shall store the item for us free of charge. If the goods resulting from processing or combination are resold, the advance assignment agreed below shall only apply to the value of the reserved goods.

7.3 The customer is authorised to process and sell the goods subject to retention of title in the ordinary course of business as long as he is not in default. Pledges or transfers by way of security are not permitted. The customer hereby assigns to us in full by way of security any claims arising from the resale or any other legal grounds (insurance, unauthorised action, etc.) in respect of the reserved goods (including all current account balance claims). We revocably authorise him to collect the claims assigned to us for his account in his own name. The authorisation to collect shall in no way constitute an authorisation pursuant to Section 185 (I) BGB, in particular not the consent to dispose of the claim by way of other assignment. An assignment is generally not permitted unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately when the factoring proceeds are credited. The collection authorisation can only be revoked if the customer does not properly fulfil his payment obligations to us.

7.4 If third parties seize the goods subject to retention of title, the customer shall draw attention to our ownership and inform us immediately.

7.5 If the customer is in default of payment or culpably fails to fulfil other essential contractual obligations, we reserve the right to withdraw from the respective contract. In this case, we shall be entitled to take back the goods subject to retention of title or, if applicable, to demand assignment of the customer's claims for restitution against third parties. The goods shall be taken back at the current daily price, but not exceeding the amount of the original purchase invoice. Our taking back or seizure of the goods subject to retention of title shall not constitute a cancellation of the contract.

7.6 Upon request, the customer shall name and address third parties to whom our retention of title applies.

8 Notification of defects and warranty

As a natural product, wood has special properties. Due to the uniqueness of the material and possible growth-related phenomena, there may be differences in the colour and structure of the material. Such deviations and characteristics and their professional lamination do not constitute a material defect, but are proof of the use of a high-quality material. Wood changes colour over time when exposed to light. Such phenomena are natural and do not constitute a material defect. In addition, wood reacts to changes in relative humidity by absorbing or releasing moisture. Due to these special hygroscopic properties of wood, cracks can occur at construction-related joints and fine cracks can form on varnished wood. Such phenomena also do not constitute a material defect. It is essential to ensure that wood products are not exposed to relative humidity of 40% or less or 65% or more. The room temperature must be between +15°C and +25°C. There is a risk that door leaves and frames will warp. Furthermore, doors in particular must not be subjected to one-sided or uneven climatic stress. If the customer does not store, transport, process and install our wood products properly and does not take sufficient precautions against moisture, heat or other damaging effects, liability for material defects is excluded. In the case of solid wood, we can also use suitable replacement wood.

8.1 The customer must inspect the goods immediately upon receipt and, if they are obviously damaged, defective or incomplete, document this in writing and photographically and notify us immediately. The dispatch of the notice of defects shall be decisive for compliance with this deadline.

8.2 If the customer is an entrepreneur, § 377 HGB applies. The complaint of an entrepreneur must be made in writing and must be received by us no later than 2 days after receipt of the goods. Material defects that cannot be discovered within this period even with the most careful inspection must be notified immediately after discovery, at the latest before the expiry of the statutory or agreed limitation period, with any processing and treatment being discontinued. Partial deliveries labelled as such do not require a complaint.

8.3 The customer must immediately notify the carrier of any obvious transport damage and make a note of this on the delivery note or proof of delivery provided by the carrier. This also applies to shipment components that have obviously been lost.

8.4 Only defect-free elements may be installed; any costs arising from the installation and removal of non-defective elements shall not be assumed.

8.5 Insignificant work defects that do not impair the functionality of the product do not entitle the customer to refuse acceptance of the work.

8.6 Contractual information on the suitability, processing and use of the delivered goods or the work as well as assembly, care or operating instructions and other information are provided to the best of our knowledge, but do not constitute a guarantee.

8.7 If the goods are defective, we shall, at our discretion, deliver a replacement or rectify the defect, whereby we shall be entitled to at least two attempts to rectify the defect. If subsequent delivery or rectification fails, the customer may only demand a reduction in payment or the purchase price or, at his discretion, withdraw from the contract. However, the right of cancellation and a claim for damages in lieu of performance shall only exist if the defect is not insignificant.

8.8 We accept no responsibility for defects in the goods which are attributable to a description of the goods or specification of the customer, or for parts, material or other equipment procured by or on behalf of the customer, unless the manufacturer of these parts accepts responsibility towards us. If the customer is in default of payment of the purchase price due, this shall entitle us to reject claims for defects if the goods are defective.

8.9 Product defects caused by misuse, negligence or other reasons attributable to the customer are not covered by the liability for defects.

8.10 If the customer does not give us the necessary time and opportunity to remedy the defect or make a replacement delivery, we shall be released from liability for defects. Only in urgent cases of danger to operational safety and to prevent disproportionately large damage shall the customer be authorised to remedy the defect himself or have it remedied by third parties or to demand reimbursement of the necessary costs from us.

8.11Of the direct costs arising from the rectification of defects or replacement delivery, we shall bear - insofar as the complaint proves to be justified - exclusively the costs of the replacement part including despatch.

8.12We accept no liability for modifications or repair work carried out by the customer or third parties without our prior authorisation. This applies in particular with regard to our quality specifications in connection with fire protection classes, sound insulation and burglary protection. If the customer assembles our products or installs them contrary to our assembly instructions and the agreed classifications are no longer complied with as a result, no liability is accepted for this.

8.13Our liability for material defects in legal transactions with entrepreneurs shall expire within twelve months of the transfer of risk or, in the case of work performance, within twelve months of acceptance, unless the claims fall under Section 438 (I) No. 2 BGB or Section 634 a (I) No. 2 BGB. This limitation period shall also apply to consequential damage caused by a defect, provided that no claims in tort are asserted.

9 Further liability

9.1 Further claims of the customer, in particular a claim for compensation for damage that has not occurred to the delivery item itself, are excluded.

9.2 This exclusion of liability shall not apply in the event of wilful intent, gross negligence on the part of the owner or managerial staff or culpable breach of material contractual obligations or non-compliance with contractually agreed guarantees.

9.3 In the event of culpable breach of material contractual obligations, we shall be liable - except in cases of wilful intent and gross negligence on the part of the owner and executive employees - only for reasonably foreseeable damage typical of the contract.

9.4 Furthermore, the exclusion of liability shall not apply in cases in which liability exists under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivery item. The customer is obliged to inform us immediately of any special risks of which he becomes aware and which result from the use of our goods.

10 Applicable law/jurisdiction

10.1 If a customer is not domiciled in Germany and belongs to a country in which the UN Convention on Contracts for the International Sale of Goods (CISG) applies, this law shall apply in addition to the contractual agreements and these GTC.

10.2 77871 Renchen is the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship if the Customer is an entrepreneur. However, we are entitled to sue the customer at any other legal place of jurisdiction.

11. severability clause

Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remainder of the contract. An invalid provision shall be deemed to be replaced by a provision that comes as close as possible to the meaning and purpose of the invalid provision in a legally effective manner. The same applies to any loopholes.

Status: November 2024