GTC

STALEWSKI GmbH, Lange Straße 22, 37127 Niemetal, represented by the managing director Michael Stalewski
UST-ID-NR.: DE368515049

Preamble
The Contractor maintains a business operation in 37127 Niemetal. The object of the company is the trade in loft elements, doors, windows, awnings, interior fittings, furniture and other goods as well as marketing and, if necessary, assembly. These GTC only apply if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law within the meaning of § 310 (1) BGB.

In accordance with this provision, the following General Terms and Conditions apply to the contracts:

§ 1 Scope of application

1.1 The following GTC shall apply to all business relationships between STALEWSKI GmbH as the contractor (hereinafter referred to as “Contractor”) and the customer as the client (hereinafter referred to as “Customer”).

1.2 Our GTC shall apply exclusively. Deviating, conflicting or supplementary GTC of the Customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall also apply if the Customer refers to its GTC within the scope of the order and we have not expressly objected to the validity of these GTC.

1.3 These GTC apply to contracts for the sale and/or delivery of movable goods (“Goods”). It is irrelevant whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC shall apply in the version valid at the time of the Customer’s order or in the version last communicated to him in text form as a framework agreement also for similar future contracts, without us as the Seller having to refer to them again on a case-by-case basis.

1.4 Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) and information in our order confirmation shall take precedence over these GTC. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or our written confirmation.

1.5 Legally relevant declarations and notifications by the Client with regard to the contract (e.g. notifications of defects, setting of deadlines, withdrawal or reduction) must be made in writing, i.e. in written and text form (e.g. letter, e-mail, fax). Further statutory formal requirements as well as further evidence (if necessary in case of doubt about the legitimacy of the declaring party) remain unaffected.

1.6 If references are made to the validity of statutory provisions, it should be noted that these are only of clarifying significance. The statutory provisions shall apply – even if no corresponding clarification has been made – to the extent that they are not amended or excluded by the GTC.

1.7 The Contractor’s offer is aimed at both consumers and entrepreneurs, legal entities under public law or a special fund under public law within the meaning of Section 310 (1) BGB. The Client is a consumer insofar as the purpose of the ordered deliveries and services cannot be predominantly attributed to his commercial or independent professional activity. In contrast, an entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity.

1.8 These GTC shall apply in the Federal Republic of Germany and for clients who are entrepreneurs, also outside the territory of the Federal Republic of Germany.

2. offer and conclusion of contract

2.1 Our offers are subject to change and non-binding. This shall also apply if we have provided the Customer with catalogs, technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards) and other product descriptions or documents (including in electronic form). We reserve the property rights and copyrights to all documents provided to the client in connection with the order placement. These documents may not be made accessible to third parties unless we give the Customer our express written consent to do so.

2.2 The order of the goods by the Customer is a non-binding contractual offer in accordance with § 145 BGB. In the event that nothing to the contrary results from the order, we shall be entitled to accept this contractual offer within two weeks of its receipt by us.

2.3 Acceptance of the contractual offer on the part of the Customer can be declared either in writing (e.g. by an order confirmation) or by delivery of the goods to the Customer. In the event that we as the Contractor do not accept the Client’s offer within the period specified in Section 2.2, any documents submitted to the Client, including any copies, backups, etc., shall be returned to us without delay.

2.3 We reserve the right to make technical changes as well as changes in shape, color, weight and changes during assembly within reasonable limits and are permissible if they are due to permissible changes and adjustments in the manufacturing process at suppliers or if it becomes apparent in the course of the assembly work that the assembly must be carried out differently than assumed.

2.4 The offer, the order confirmation, the technical drawing and, for B2B partners, the order form shall form the basis of the performance, unless other service descriptions in written or text form have been agreed with priority. The Contractor shall not be liable for errors resulting from the documents and information provided by the Client (e.g. drawings, samples, measurements and other items). This does not apply to errors that could and should have been recognized with reasonable care. Insofar as such errors are detected by the Contractor, the Client shall be informed thereof. The Contractor shall not be liable for assembly errors that are attributable to express instructions of the Client. Such instructions, insofar as they deviate from the usual assembly, must always be sent to the Contractor at least in text form prior to assembly.

2.5 The documents provided to the Client are the property of the Contractor. The Contractor has a copyright to them. All documents, such as calculations, drawings, technical specifications etc. may not be made accessible to third parties without the written consent of the Contractor. Should the Customer obtain access to any form of technical drawings, construction plans and other documents (hereinafter referred to as “company knowledge”) in the course of the performance of the contract, the Customer shall be obliged to keep this company knowledge secret and to use it exclusively for the purpose of the performance of the contract. This obligation shall also extend beyond the period of performance of the contract.

2.6 If the Client is permitted to carry out the installation of the windows and other construction elements itself, the obligation under § 2 para. 5 shall also apply to personnel employed for this purpose, in particular to the use of subcontractors. Upon termination of the contract, the Client shall be obliged to return all documents provided by the Contractor and created by the Contractor itself, or to delete them in a traceable and secure manner. The making of any copies or other backups of the documents is prohibited. In the event of a breach of the above obligations, the Customer shall be obliged to pay the Customer a contractual penalty in the amount of EUR 5,000.00.

2.7 The Contractor’s offers and planning documents are protected by copyright and may not be reproduced or otherwise made accessible to third parties without written permission. In the event of infringement, the Client shall be obliged to compensate the Contractor for damages.

§ 3 Conclusion of contract and transfer of goods

3.1 The conclusion of the contract is subject to the reservation of complete, defect-free and timely delivery by the suppliers.

3.2 If the service proves to be unavailable, the Client shall be informed immediately and any advance payments / payments on account shall be refunded in full without delay.

3.3 Prior to the conclusion of the contract, the Client must check whether all legal requirements have been met to ensure that the ordered elements may be installed in the desired object. The client is solely responsible for obtaining any necessary official or other approvals.

3.4 At the request of the Contractor, the Client shall be obliged to inform the Contractor in writing or at least in text form of the measurements of any existing old window/door prior to the conclusion of the contract. The Client is obliged to inform the Contractor in writing of all directly adjacent components and component superstructures that are used for the attachment of building elements such as awnings, windows, doors or frames or that are in the immediate vicinity of the work. This includes, but is not limited to, components such as power lines, water pipes, other installations and the nature of the component superstructures.

If the actual structure of the structural conditions deviates from the information provided by the client and if this leads to higher costs for the attachment of the structural elements, the client shall bear the resulting additional costs.

Should damage to adjacent components occur during the work that has not been notified to the Contractor in writing, the Client shall be responsible for this damage and shall indemnify the Contractor against any liability claims.

3.5 In the event of a breach of the provisions in clauses 3.3. and 3.4, the Contractor shall not be liable for the resulting damage.

3.6 The risk of accidental loss and accidental deterioration of the delivered goods shall only pass to the Customer upon installation of the ordered elements. If the Customer is in default of acceptance of the ordered goods, this shall be deemed equivalent to installation.

4 Prices and payment agreements

4.1 Unless otherwise agreed in writing in individual cases, our current prices at the time of conclusion of the contract shall apply ex warehouse, plus statutory VAT. Any packaging costs incurred shall be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

4.2 In the context of a sale by delivery to a place other than the place of performance, the Customer shall bear the transportation costs ex warehouse and the costs of any transportation insurance requested by the Customer. In the event that we do not invoice the transportation costs incurred in the individual case, we shall charge a lump sum for transportation costs (excluding transportation insurance) in the amount of […]. Any customs duties, fees, taxes and other public charges shall be borne by the Customer.

4.3 Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of a cash discount is only permitted with a special written agreement.

4.4 Unless otherwise agreed, the purchase price shall be due and payable within ten days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation with the order confirmation at the latest. Deviating terms of payment are only valid if they have been agreed individually in the contract.

4.5 The Customer shall be in default if the above payment period expires. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate in accordance with § 288 BGB. We reserve the right to claim further damages for default. Our claim against merchants for commercial maturity interest in accordance with § 353 HGB remains unaffected.

4.6 If it is foreseeable after conclusion of the contract that our claim to payment of the purchase price is jeopardized due to the Customer’s inability to pay (e.g. due to an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary after setting a deadline, to withdraw from the contract (Section 321 BGB). In the case of contracts for which the manufacture of non-fungible items (custom-made products) is owed, we may declare our withdrawal immediately. The statutory provisions on the dispensability of setting a deadline shall remain unaffected in this respect.

5. rights of retention

The Customer shall only be entitled to rights of set-off or retention in the event that its claim has been legally established or is undisputed and its counterclaim is based on the same contractual relationship. In the event that defects occur within the scope of the delivery, the Buyer’s counterclaims shall remain unaffected.

6 Delivery period and delay in delivery

6.1 The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period shall be approx. 8 weeks from receipt of the amount of the first partial invoice, the first otherwise agreed payment.

6.2 In the event that we are unable to meet contractually agreed delivery deadlines for reasons for which we are not responsible, we must inform the Customer of this circumstance immediately in writing (e-mail is sufficient) and at the same time inform the Customer of the expected or new delivery deadline. If a delayed delivery cannot be made due to non-availability of the service even within the newly announced delivery period, we are entitled to withdraw from the contract in whole or in part; we must immediately reimburse any consideration already provided by the Customer ( in the form of the down payment / purchase price payment / payment for work ).

6.3 The non-availability of the service is given, for example, if our supplier has not delivered to us on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (for example due to force majeure) or if we are not obliged to procure in individual cases.

6.4 Whether we as the Contractor are in default of delivery shall be determined in accordance with the statutory provisions. However, the prerequisite for a delay in delivery by us as the Contractor is a written reminder from the Customer. In the event of a delay in delivery, the Customer may claim lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, up to a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the Customer has suffered no damage or only less damage than the above lump sum.

6.5 The rights of the Customer pursuant to Section 14 of these General Terms and Conditions of Sale and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

7 Delivery, transfer of risk, acceptance, default of acceptance

7.1 Delivery shall be ex warehouse. The warehouse is also the place of performance for the delivery and the place for any subsequent performance. In the event that the Customer wishes to have the goods shipped to another destination (sale to destination), the Customer shall bear the costs of shipment. In the event that nothing has been contractually agreed, we may determine the type of shipment (packaging, shipping route, transport company) ourselves.

7.2 The risk of accidental loss and accidental deterioration shall pass to the Customer upon handover of the goods to the Customer. In the case of a sale involving the carriage of goods, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay shall pass to the Customer upon delivery of the goods to the forwarding agent or carrier. In the event that acceptance of the goods is contractually agreed, this shall be decisive for the transfer of risk. Further statutory provisions of the law on contracts for work and services shall remain unaffected. If the Customer is in default of acceptance, this shall be deemed equivalent to handover or acceptance of the goods.

7.3 In the event that the Customer is in default of acceptance or our performance is delayed for other reasons for which the Customer is responsible, we shall have a claim against the Customer for compensation for the damage incurred, including additional expenses (e.g. storage costs; additional labor costs for assembly; accommodation costs for fitters). Statutory claims on our part (reimbursement of additional expenses, reasonable compensation, termination) and proof of higher damages shall remain unaffected.

7.4 Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. However, the Customer reserves the right to prove that we have incurred no damage at all or only significantly less damage than the above lump sum.

8. reservation of title

8.1 We reserve title to the delivered goods until full payment of all our current and future claims arising from the concluded contract and an ongoing business relationship (secured claims).

8.2 Until the secured claims have been paid in full, the goods subject to retention of title may neither be pledged to third parties nor assigned as security. The Customer must notify us immediately in writing in the event that an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. by way of attachment). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Customer shall be liable for the loss incurred by us.

8.3 In the event of a breach of contract by the Customer, in particular in the event of non-payment of the remuneration due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not at the same time include a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and reserve the right to withdraw from the contract. In the event that the Customer does not pay the remuneration due, we must have unsuccessfully set the Customer a reasonable deadline for payment before asserting these rights. This shall only apply insofar as the setting of such a deadline is not dispensable under the statutory provisions.

8.4 Until revoked in accordance with clause 8.4.c, the Customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:

4.a) The products of our goods created by combining, mixing or processing are subject to retention of title at their full value, whereby we are deemed to be the manufacturer. In the event that, in the event of combination, mixing or processing with the goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the combined, mixed or processed goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title. The Customer shall also assign to us, for security purposes, such claims against a third party which accrue to him through the combination of the goods subject to retention of title with a property. In this case, we accept the assignment.

4.b) The Customer hereby assigns to us for security purposes the claims against third parties arising from the resale of the goods or the product in the amount of the final invoice amount agreed with us (including VAT) in total or in the amount of our possible co-ownership share pursuant to Section 8.4.a. We accept the assignment. The obligations of the Customer set out in Section 8.2 shall also apply with regard to the assigned claims.

4.c) The Customer shall remain authorized to collect the claim in addition to us. As long as the Customer meets its payment obligations to us, there is no deficiency in the Customer’s ability to pay and we do not assert the retention of title by exercising a right in accordance with Section 8.3, we undertake not to collect the claim. If we assert the exercise of a right pursuant to Section 8.3, we may demand that the Customer disclose the assigned claims and their debtors and that the Customer provides all information necessary for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment. In addition, we shall be entitled to revoke the Buyer’s authorization to resell and process the goods subject to retention of title.

4.d) In the event that the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Customer’s request.

8.5 The Customer is obliged to treat the goods with care as long as ownership has not yet been transferred to him. In particular, he shall be obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value if they are high-value goods (total price over € 4,000). If maintenance and inspection work has to be carried out, the Client shall carry this out in good time at its own expense.

9. right of withdrawal

Consumers are generally entitled to a time-limited right of withdrawal for contracts concluded exclusively via means of distance communication such as email, telephone or the Internet (so-called distance contracts) and for contracts concluded outside of business premises (Section 312g (1) of the German Civil Code (BGB)).

9.1. Sie haben das Recht, binnen vierzehn Tagen ohne Angabe von Gründen diesen Vertrag schriftlich zu widerrufen. Die Widerrufsfrist beginnt ab dem Tag, an dem Sie oder ein von Ihnen benannter Dritter, der nicht der Beförderer ist, die letzte Ware in Besitz genommen haben bzw. hat.

9.2 In order to exercise your right of withdrawal, you must inform the contractor of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or e-mail). To comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period. If you withdraw from this contract, the Contractor shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by the Contractor), without undue delay and in any event not later than 14 days from the day on which the Contractor is informed about your decision to withdraw from this contract. For this repayment, the contractor will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment.

9.3 The right of withdrawal does not apply to goods that are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer. Products such as windows, doors, front doors, roller shutters, window sills, etc., which are manufactured and delivered according to the customer’s specifications, are goods for which the right of withdrawal is excluded. However, this does not apply if the goods can be sold again without significant difficulties or price reductions despite the special individualization. The obligation to provide evidence of other sales lies with the Customer.

10. termination of the contract

The Client may terminate the contract at any time until completion of the work. If the Client terminates the contract, the Contractor shall be entitled to demand the agreed remuneration; however, the Contractor must deduct any expenses saved as a result of the termination of the contract or which it acquires or maliciously fails to acquire through other use of its labor.

11. assembly by the contractor

11.1 Unless expressly agreed otherwise in writing, the Principal shall obtain the necessary permits and authorizations under public law.

11.2 The Client shall be obliged to prepare the construction site in such a way that the Contractor is able to carry out a flawless and smooth installation without further preparation. The Client shall inform the Contractor in good time before the start of the construction and installation work for windows/doors and other building elements in writing or in text form about the services located in this installation area, such as gas, water, electricity or other lines, and provide the necessary information (including line plans). Liability for damage caused by the Client’s failure to comply with this obligation is excluded, unless it is due to willful intent or gross negligence.

11.3 Installation shall be carried out in accordance with the Client’s specifications and the current state of the art. The execution of other work not associated with the installation of the ordered elements shall be carried out against separate invoicing of the material costs and according to the currently applicable hourly rate. Dismantling and all ancillary work on site, such as plastering and painting work, as well as electrical connections and cabling, must always be carried out on site. The costs for such work are not included in the contractor’s prices.

11.4 The Contractor shall only be liable for damage to adjacent components, facades and other locations during dismantling in the event of gross negligence or willful misconduct. The Client shall provide the Contractor with an adequately fused power connection for the necessary assembly work, whereby the costs for the electricity used shall be borne exclusively by the Client.

11.5 Parts which, due to their nature, cannot yet be permanently installed by the time assembly is completed shall be handed over to the Customer. The risk shall pass to the Customer at the time of such handover.

11.6 The costs of repair and maintenance work shall be charged in accordance with the Contractor’s price list. If repair and maintenance work is not carried out by the Contractor, it shall be carried out by appropriately qualified specialists in accordance with the manufacturer’s maintenance instructions.

12. acceptance

12.1 The Client must accept the work and an installation service produced in accordance with the contract (Section 640 BGB).

12.2 If, in the opinion of the Contractor, the work is ready for acceptance, the Client shall notify the Contractor of any recognizable defects in the work, otherwise the work shall be accepted. A record of the acceptance shall be drawn up, which shall be signed by the Contractor or the fitter commissioned by the Contractor on the one hand and by the Client on the other. If no record is drawn up and no formal acceptance takes place, acceptance shall take place by installation of the work at the contractually agreed location and confirmation by the Client as essentially in accordance with the contract (fictitious acceptance).

12.3 Acceptance cannot be refused due to insignificant defects. A work shall also be deemed to have been accepted if the Contractor has set a reasonable deadline for acceptance after completion of the work and the Client has not refused acceptance within this deadline, stating at least one significant defect.

12.4 In the event of a justified warranty claim, the service shall be deemed accepted within the meaning of Section 640 (1) sentence 1 BGB. Acceptance within the meaning of these GTC shall be determined by the time at which the origin of the defect has been bindingly clarified by the Contractor or an inspection body designated by the Contractor for this purpose. We reserve the right to make other agreements regarding the choice of the body designated for the clarification of defects.

13. claims for defects of the client

13.1 The statutory provisions shall apply to the Customer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below. This shall not affect the statutory provisions on the sale of consumer goods (Sections 474 et seq. BGB) and the rights of the Customer arising from separately issued guarantees, in particular from the manufacturer.

13.2 Agreements which the Contractor has made with the Customer regarding the quality and the intended use of the goods (including accessories and instructions) regularly form the basis of liability for defects under the warranty.

A quality agreement includes all product descriptions and manufacturer’s specifications that are the subject of the individual contract or that were made public by the Contractor (in particular in catalogs or on our Internet homepage) at the time the contract was concluded. In the event that no quality has been agreed, it must be assessed in accordance with the provisions of Section 434 (3) BGB whether a defect exists. Against this background, it should be noted that public statements made by the Contractor or the manufacturer in the context of advertising or on the label of the goods take precedence over statements made by other third parties.

13.3 For goods with digital elements or other digital content, it should be noted that the Contractor is only obliged to provide and update the digital content insofar as this expressly results from a quality agreement in accordance with Section 13.2. The Contractor assumes no liability for public statements made by the manufacturer and other third parties.

13.4 The Contractor shall not be liable for defects of which the Client is aware at the time of conclusion of the contract pursuant to Section 442 BGB or is unaware due to gross negligence.

13.5 Claims for defects on the part of the Customer shall only exist if the Customer has complied with its statutory inspection and notification obligations (Sections 377, 381 HGB). If the goods are building materials or other goods intended for installation or other further processing, an inspection must be carried out immediately before processing. The Contractor must be notified in writing without delay if a defect is discovered during delivery, inspection or at a later date. Obvious defects must be reported in writing within
3 working days of delivery and non-apparent defects within the same period of time from discovery of the defects.

13.6 In the event that the Customer fails or neglects to fulfill its obligation to properly inspect and/or report defects, the Contractor shall not be liable for the defect that was not reported or not reported in time or not reported properly in accordance with the statutory provisions. If the goods were intended for assembly, mounting or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of non-compliance with or breach of one of these obligations. In this case, the Customer shall not be entitled to any claims for compensation for the “installation and removal costs”.

13.7 If the delivered goods are defective, we as the Contractor shall be entitled to choose whether we provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (subsequent delivery). In the event that the type of subsequent performance chosen by the Contractor is unreasonable for the Customer in the individual case, the Customer may refuse it.

However, the Contractor reserves the right to refuse subsequent performance under the statutory conditions. In addition, the Contractor shall be entitled to make the subsequent performance to be rendered by it dependent on the Customer paying the purchase price due. However, the Customer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

13.8 The Customer shall grant the Contractor the necessary time and opportunity for the subsequent performance to be rendered, in particular to set reasonable deadlines. Furthermore, the Customer shall hand over to the Contractor the item for which it has asserted a defect for inspection purposes or enable an inspection, including by third parties commissioned by us. In the event that the Contractor wishes to make a subsequent delivery of a defect-free item, the Customer shall return the defective item to the Contractor in accordance with the statutory provisions.

13.9 Unless the Contractor has contractually undertaken to do so, subsequent performance shall not include the removal, dismantling or disassembly of the defective item or the installation, attachment or assembly of a defect-free item. This shall not affect the Client’s claims for reimbursement of the “installation and removal costs”.

13.10 The Contractor shall reimburse the Client for the expenses necessary for inspection purposes and for subsequent performance (transport, labor and material costs as well as any dismantling and installation costs) in accordance with the statutory provisions and these GTC in the event that there is a defect for which the Contractor is responsible. However, the Contractor may demand reimbursement from the Client of the costs incurred due to an unjustified request to remedy a defect in the event that the Client knew or could have recognized that there was in fact no defect.

13.11 The Client shall have the right to remedy the defect itself and to demand reimbursement of the expenses objectively necessary for this purpose if there is an urgent case (e.g. in the event of danger with regard to operational safety or to prevent disproportionate damage) and the Contractor is not in a position to remedy the defect itself without delay. The Client must inform the Contractor immediately and in full in the event that the Contractor remedies the defect itself. In the event that the Contractor would be entitled to refuse subsequent performance in accordance with the statutory provisions, the Client shall have no right to self-performance.

13.12 The Customer may withdraw from the contract or reduce the price in accordance with the statutory provisions if a reasonable deadline set by the Customer for subsequent performance has expired unsuccessfully or is dispensable in accordance with the statutory provisions. In the event of a minor defect, however, the Customer shall not be entitled to withdraw from the contract.

13.13 Claims of the Customer for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 (5), 327u BGB).

13.14 Claims for damages or claims for reimbursement of futile expenses of the Client (§ 284 BGB) shall only exist in accordance with these GTC, even in the event of a defect.

14. statute of limitations

14.1 The general limitation period for claims resulting from material defects or defects of title is one year from delivery, in deviation from Section 438 (1) No. 3 BGB. In the event that acceptance has been contractually agreed, the limitation period shall commence upon acceptance.

14.2 In accordance with the statutory provisions, the limitation period is 5 years from delivery (§§ 438 para. 1 no. 2 BGB) in the event that the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material). This applies subject to the other special statutory provisions on the statute of limitations (in particular Section 438 (1) No. 1, (3), Sections 444, 445b BGB)

14.3 The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Customer based on a defect of the goods, unless the application of the regular statutory limitation period pursuant to Sections 195, 199 BGB would lead to a shorter limitation period in individual cases. The Customer’s claims for damages pursuant to clauses 15.1 and 15.2.a) as well as those pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

15 Other liability

15.1 Unless otherwise provided for in these GTC, including the following provisions, the Contractor shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.

15.2 Within the scope of fault-based liability, the Contractor shall only be liable for damages, regardless of the legal grounds, in the event of intent and gross negligence. In the event of simple negligence, the Contractor shall only be liable, subject to statutory limitations of liability (e.g. care in its own affairs; insignificant breach of duty):

2.a) for damages resulting from injury to life, body or health,

2.b) for damages resulting from the breach of an essential contractual obligation (obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner relies and may also rely). In this case, however, the Contractor’s liability shall be limited to compensation for foreseeable, typically occurring damage.

15.3 The limitations of liability arising in accordance with clause 15.2 shall also apply to third parties and in the event of breaches of duty by persons for whose fault the Contractor is responsible in accordance with statutory provisions. Insofar as a defect has been fraudulently concealed and a guarantee for the quality of the goods has been assumed, the limitations of liability shall not apply. This also applies to claims of the Contractor under the Product Liability Act.

15.4 The Customer may only withdraw from or terminate the contract due to a breach of duty that does not result from a defect in the event that we as the Contractor are responsible for the breach of duty.

15.5 The Contractor’s right to terminate the contract (in particular pursuant to Sections 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

16 Choice of law and place of jurisdiction

16.1 These GTC and the contractual relationship between us as the Contractor and the Customer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

16.2 If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, our registered office in 37127 Niemetal shall be the exclusive, and also international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the Customer is an entrepreneur within the meaning of § 14 BGB.

16.3 In addition, we are entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTC or an overriding individual agreement or at the general place of jurisdiction of the Customer. This shall not affect overriding statutory provisions (exclusive places of jurisdiction).

17 Assertion of complaints

All complaints, objections and claims are excluded:

in writing to the following address:
STALEWSKI GmbH, represented by the managing director Michael Stalewski, Lange Straße 22, 37127 Niemetal

or electronically to the e-mail address: info@staleweski.de
.

§ Section 16 Consumer dispute resolution

The European Commission provides a platform for online dispute resolution (OS), which can be accessed at: https://ec.europa.eu/consumers/odr/. We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.

§ 17 Final provisions

The Client agrees that its personal data will be processed to the extent necessary and confirms that it has taken note of the basic information on the processing of personal data by the Contractor, which is available on our website.

All amendments to the contract, including amendments to these provisions, must be made in writing.

Otherwise, § 306 BGB applies.

Stalewski GmbH, August 2024