General terms and conditions
curasan AG, Lindigstr. 4, 63801 Kleinostheim, Germany
(1) We deliver exclusively to business customers (B2B) within the meaning of § 14 BGB based on our terms and conditions, which therefore apply to all our services and offers as well as to future business relationships without the need for a separate agreement. Our terms and conditions apply at the latest with the acceptance of our services.
(2) Deviating terms and conditions of our customers are only binding on us if we have expressly confirmed this in writing. Deviations from our terms and conditions are also only effective if they have been confirmed in writing by us.
2. Conclusion of contract
(1) Our offers are non-binding, unless we make different, express, written commitments. If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks. Samples, illustrations, and performance data are only binding if explicitly indicated.
(2) Orders are binding on us if we have confirmed their acceptance in writing.
3. Prices, price changes
(1) Our prices are net prices. The applicable value-added tax is to be paid separately at the applicable rate.
(2) We provide free shipping within the European Union for orders over 500.00 euros, and for orders under 500.00 euros, we charge a flat shipping fee of 50.00 euros. For deliveries outside the European Union, we charge shipping and customs fees according to the respective offer.
(3) We reserve the right to increase prices for contracts with an agreed delivery time of more than 4 months in line with increased costs due to collective agreements or material price increases.
(1) Unless expressly agreed otherwise in writing, stated delivery dates are non-binding. However, we strive to comply with them.
(2) If the non-compliance with an agreed delivery date is due to force majeure in accordance with the current definition of the International Chamber of Commerce (ICC), delay in the international supply chain, labor disputes, or other events beyond our control, we are entitled to either effect the delivery at a later time, taking into account a reasonable start-up time of up to 14 days, or to withdraw from the contract in whole or in part due to the unfulfilled part.
(3) If the impediment lasts for 3 months beyond the agreed delivery date, the customer is entitled to withdraw from the contract with respect to the unfulfilled part of the contract after setting a reasonable grace period.
(4) If we are responsible for the delivery delay and are in default, the customer can withdraw from the contract after setting a prior grace period or demand damages for non-performance. In case of our delay, the grace period to be set is at least 3 weeks and only starts with the receipt of the written grace period setting at our side.
(5) Further claims due to delivery delay are exclusively determined by section 6, paragraphs (7) and (8) of these conditions.
(6) Extended liability according to § 287 BGB is excluded.
5. Transfer of risk
(1) The risk passes to the customer when the delivery item is handed over to the transport company or, in the case of dispatch, when it leaves our factory or warehouse. If the shipment is delayed or does not take place due to circumstances beyond our control, the risk passes to the customer upon notification of readiness for dispatch.
6. Acceptance, complaint of defects, warranty, liability
(1) The customer must examine the goods immediately upon receipt in accordance with § 377 HGB (German Commercial Code) and notify us of any defects in writing immediately, but no later than one week after delivery, with submission of the delivery note and, if possible, a sample; otherwise, the delivery is considered to have been made in accordance with the contract. Defects that cannot be discovered even with careful examination within the aforementioned period must be reported in writing immediately upon their discovery. Claims for defects expire 12 months after delivery of the goods we have delivered.
(2) If the delivery item exhibits a material defect, then we are entitled to redeliver or to remedy the defect by rectification; in the latter case, we are entitled to at least two rectification attempts. Expenses arising out of supplementary performance, specifically transport, travel, labour and material costs, will be borne by us.
(3) If the supplementary performance fails, then the customer is entitled, according to his preference, to reduce the purchase price or withdraw from the contract.
(4) In the event of supplementary performance the same guarantee is offered as for the original delivery item.
(5) There is no obligation to accept returns and redeliveries in the event of further development of our products, in respect of goods delivered prior to this point.
(6) So far as we issue information or suggestions about the use of our products, we do so to the best of our knowledge and only accept liability if additional consideration has been agreed for this.
(7) For damages that do not occur to the delivery item itself, we are liable for whatever legal reasons:
– for negligent injury to life, body and health;
– for injury to other legally protected or rights interests only in the event of intent and gross negligence;
– for defects that were fraudulently concealed or for which absence was guaranteed;
– for defects to the delivery item to the extent of liability under the Produkthaftungsgesetz (Product Liability Act) for personal injuries or material damages resulting from privately used objects;
– for culpable breach of important contractual obligations we are also liable in the event of slight negligence, however, in this case our liability is restricted to reasonable foreseeable damages typical of this kind of contract.
(8) Additional claims are excluded.
7. Retention of property
(1) Until all debts outstanding to us, to which we are or will be entitled to on all legal grounds from the customer and his legal representatives have been settled, as well as until the complete release from all contingent liabilities that we have entered into on the client’s behalf, the following securities will be accorded to us, which are only to be relinquished on request once their value clearly exceeds the claims by more than 20%
(2) The goods remain our property. Processing and redesigning are always done by us as manufacturers, however without obligation on our part. Should our ownership or joint ownership expire due to combining, it is hereby already agreed that the customer’s ownership or joint ownership of the unified object will pass to us in proportion to the value. Safe-keeping of the goods occurs free-of-charge.
(3) The customer is fundamentally entitled to process such retained goods and may sell them on, for his part, under retention of title, provided he is not in default. Transfers, pledges and transfer of ownership as security for a debt to third parties are prohibited. Any claims relating to the retained goods, resulting from the selling-on or for other legal reasons (insurance, tort), are to be assigned to us now, by the customer, as security. Subject to revocation, he is entitled to collect the assigned debt owed on our invoice in his own name. At our request, the assignment is to be disclosed, the required information is to be gathered and the necessary documents submitted.
(4) If third parties gain access to the retained goods the customer will advise of our ownership or joint ownership and inform us immediately. Resulting costs or damages are to be borne by the customer.
(5) If the customer behaves contrary to contract, particularly if he defaults on payment, we are entitled to recover the retained goods at the customer’s expense. Such a recovery or seizure of the retained goods by us does not represent a withdrawal from the contract.
(1) Our invoices are payable without deductions as advance payment or within 14 days strictly net from the invoice date. The date of receipt of payment by us is decisive.
(2) Insofar as our customer is in default of payment of our invoice, we are entitled to charge interest of at least 9% above the base rate of the European Central Bank.
(3) The client is only entitled to offsetting or retention rights with our express written agreement or if the alleged counterclaims are undisputed, or have been established as legally binding.
(4) Fees for money transfer shall be paid by the customer.
9. Jurisdiction; applicable law; voidness in part
(1) For business customers, freelancers, legal entities under public law or customers belonging to public law special assets, Frankfurt am Main is agreed as the place of jurisdiction, even if the customer’s whereabouts are unknown at the time of filing the lawsuit.
(2) Only the law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG).
(3) If a provision in our terms and conditions is or becomes invalid, the validity of the other provisions is not affected. Invalid provisions are to be replaced jointly by us and the customer with an effective provision that, to the extent permitted by law, achieves the economic purpose pursued with the invalid provision.
Kleinostheim, May 2023
This is a translation from the original business terms and conditions in German. In the event of any dispute, the original German business terms and conditions shall prevail.