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 access specified 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 client that differ 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 client.

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

2 Contract agreement

2.1 Our offers are subject to self-delivery by our suppliers.

2.2 A contract in accordance with these access conditions is only concluded by our written confirmation of order or delivery. The wording of our confirmation of order and our written offer shall be solely authoritative for the version of an order. In the absence of a confirmation of order, the content of our offer alone shall be authoritative. Written confirmations of dimensions shall in any case take precedence over drawings and sketches.

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

3 Prices

3.1 Notwithstanding the information in our confirmations of order, the list prices valid on the day of delivery shall always be calculated if the goods or work services are delivered or provided as agreed at the earliest four months after the contract agreement, unless a fixed price has been expressly agreed.

3.2 Any discounts, sales or freight reimbursements granted shall lapse in the event of judicial or extrajudicial settlement proceedings, in the event of the client'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 client.

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 in good time, without any deductions, so that the equivalent value is available to us in cash or in 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 finish. 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 otherwise expressly fixed in writing, it shall in any case be deemed agreed that payment shall be made punctually, irrespective of the entrance of the goods and of the right to give notice of defects.

4.3 We are under no obligation 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 expenses arising from their acceptance shall be borne by the client. 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 calculated 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 Insofar as we become aware of circumstances after conclusion of the contract - in particular in connection with the client's objective lack of creditworthiness - or in the event that insolvency proceedings are instituted against the client's assets or sustained seizures or other enforcement measures are taken against him, and our claim to payment is jeopardised as a result, we may, at our discretion, withdraw from the contract or set the client a deadline within which the client must provide the consideration step by step or provide security. This shall also apply with regard to deliveries and services or part-deliveries and part-services that have not yet been paid for by the client. 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 fabrication of the delivered goods and demand their return or the transmission of indirect possession of the delivered goods at the client's costs and revoke the collection authorisation in accordance with No. 7 No. 3. In the aforementioned cases, the client hereby agrees to our taking back the delivered goods.

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

5 Delivery periods and dates

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

5.2 If we are in default of delivery, whereby default only occurs after a printing reminder, even if a fixed delivery date has been agreed in the calendar, the client must set us a reasonable grace period for delivery, insofar as this is reasonable for the client in consideration of our interests. The client 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 actual 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 client shall not be entitled to claim damages unless we or our vicarious agents are guilty of intent or gross negligence.

5.4 If the client 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 client's printing request and at the client's load.

6.2 The risk shall generally pass to the client when the contractual product is handed over 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 staff. If dispatch is delayed or becomes impossible without our fault, the security shall pass to the client upon notification of readiness for dispatch. If the goods are collected by the client, the risk shall pass to the client upon announcement of preparation.

6.3 In the case of delivery free domicile, the client is obliged to have staff available at his own costs 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 client is a contractor, we shall be granted the following securities until all claims to which we are entitled against the client now or in the future for any legal reason have been fulfilled, which we shall release at the client's request at the client's discretion, insofar as their value exceeds the value of the claims by more than 20%.

7.2 Any processing or fabrication shall always be carried out for us as producer within the meaning of Section 950 BGB without obligation on our part. If the goods subject to retention of title are processed or connected 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 junction 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 proportion to the aforementioned values and shall store the item for us free of charge. If the goods resulting from processing or junction are resold, the advance assignment agreed below shall only apply to the level of the value of the reserved goods.

7.3 The client 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 client hereby assigns to us in full by way of security all claims arising from the resale or any other legal grounds (insurance, unauthorised action, etc.) in respect of the reserved goods (including all balance claims from the current account). We revocably authorise him to collect the claims assigned to us for his invoice 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. Assignment is generally not permitted unless it is an assignment by way of genuine factoring, which is announced to us and in which the factoring proceeds exceed the value of our secured claim. Immediately upon credit note of the factoring proceeds, our claim shall become due and payable. The authorisation to collect may only be revoked if the client does not properly meet its payment obligations to us.

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

7.5 If the client 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 are entitled to take back the goods subject to retention of title or, if applicable, to demand assignment of the client's claims for return against third parties. The goods shall be taken back at the current daily price, but at most at the level of the original purchase invoice. If we take back or seize the goods subject to retention of title, this shall not constitute a cancellation of the contract.

7.6 Upon requirement, the client must 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 differences and properties and their professional lamination do not constitute a material defect, but are proof of the use of a high-quality material. Wood changes its paint clay 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 air moisture by absorbing or releasing humidity. Due to these special hygroscopic properties of wood, cracks can occur at joints in the construction and fine cracks can form in varnished wood. Such phenomena also do not constitute a material defect. It is essential to ensure that wood products are not exposed to relative air moisture of 40% or less or 65% or more. Ambient temperatures must be between +15°C and +25°C. There is a risk of door leaves and door frames deforming. Furthermore, doors in particular must not be subjected to unilateral or uneven climatic stress. If the client does not store, transport, process and assemble our wood products in a professional manner and does not take sufficient precautions against humidity, heat or other damaging actions, the liability for material defects is excluded. In the case of solid wood, we can also use suitable replacement wood.

8.1 The client must inspect the goods immediately after maintaining them, 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 client is an actual contractor, § 377 HGB applies. The complaint of a contractor must be made in writing and must be received by us no later than 2 days after maintaining the goods. Material defects that cannot be discovered within this period, even with the most careful control, must be notified immediately after discovery, at the latest before the statutory or agreed term of limitation, and any fabrication or processing must be discontinued. Part-deliveries labelled as such do not require a complaint.

8.3 The client must immediately notify the carrier of any obvious transport damage and notate 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 built in; any costs arising from assembly and finishing work for elements that are not defect-free will not be covered.

8.5 Insignificant work defects that do not impair the functionality of the product do not entitle the client to refuse taking over the factory.

8.6 Contractual information on the suitability, fabrication and application of the delivered goods or the factory as well as erection, maintenance 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 deliver a replacement or rectify the defect at our discretion, whereby we are entitled to at least two attempts to rectify the defect. If subsequent delivery or rectification fails, the client may only demand a reduction in the remuneration or purchase price or, at his discretion, withdraw from the contract. However, the right of cancellation and a claim for damages instead of performance shall only exist if the defect is not insignificant.

8.8 We accept no responsibility for defects in the goods which are due to a description of the goods or specification of the client, or for parts, material or other equipment procured by the client or on his order, unless the producer of these parts accepts responsibility towards us. If the client 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 within the customer's sphere of responsibility are not recorded by the liability for defects.

8.10 If the client 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 is the client authorised to remove the defect himself or have it removed by a third party 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 dispatch.

8.12 No bond shall be assumed for modifications or repair work carried out by the client or third parties without our prior approval. This applies in particular with regard to our quality specifications in connection with fire protection classes, sound and burglary protection. If the client assembles our products or builds them in contrary to our assembly instructions and the agreed classifications are no longer complied with as a result, no bond shall be assumed for this.

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

9. further bonds

9.1 Further claims of the client, 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 ladders, 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 intent and gross negligence on the part of the owner and ladders - 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 client is obliged to advise us immediately of any special security risks of which he becomes aware and which result from the use of our goods.

10 Applicable law/place of jurisdiction

10.1 If a client 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, provided that the Client is a contractor. However, we are entitled to sue the client at any other legal place of jurisdiction.

11. severability clause

Should single determinations of these General Terms and Conditions be or become invalid, this shall not affect the validity of the rest of the contract. An ineffective determination shall be deemed to be replaced by one that comes closest to the meaning and purpose of the ineffective determination in a legally effective manner. The same applies to any loopholes.

Status: November 2024