General Terms and Conditions
General Terms and Conditions of J+J Deutschland GmbH
1. Validity and Terms
1.1. J+J Deutschland GmbH (hereinafter also referred to as “Seller”) exclusively supplies commercial customers (hereinafter also referred to as “Buyer”). A contractual agreement with private consumers is excluded.
1.2. The deliveries, services and offers of the seller are exclusively based on these terms and conditions. These shall therefore also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon acceptance of the delivery or service. Counter-confirmations of the buyer with reference to his own terms and conditions of business or purchase are hereby contradicted.
1.3. All agreements, in particular agreements deviating from these General Terms and Conditions, which are made between the Buyer and the Seller within the framework of the execution of a contract, must be made in writing in order to be effective.
2. Offer and Conclusion of Contract
2.1. Unless otherwise specified, the Seller shall be bound by its offer prices for 60 days from the date thereof. Apart from that, offers of the seller do not have any legal effect. With the exception of the time-limited binding nature of the prices, they are non-binding and subject to change and constitute an invitation to the Buyer to submit an offer.
A contract between J+J Deutschland GmbH and the Buyer shall only be concluded upon written declaration of acceptance of the Buyer’s offer (e.g. order) by the Seller.
2.2. Drawings, illustrations, dimensions, weights and other performance data are only binding if this is expressly agreed in writing.
2.3. The application-technical advice given verbally and in writing is intended to support the customers’ work and is considered non-binding. It does not relieve them of the obligation to verify the actual suitability for the intended procedures and purposes.
2.4 Technical specifications do not contain any statement about liability for damage. Should liability nevertheless come into question, this shall be limited for all damages to the value of the goods delivered and used.
3.1. The prices stated in the Seller’s order confirmation plus the respective statutory value added tax shall be decisive. Additional deliveries and services will be charged separately.
3.2. Prices are in Euro (EUR) and, unless otherwise agreed, ex warehouse Alfeld (Leine) excluding packaging.
3.3. A minimum order value of 100,00 € per order excl. the shipping costs. Should the order value fall below this amount, an additional processing fee of € 15.00 will be charged.
4. Delivery and Service Times
4.1. Deadline and delivery period agreements and assurances must be in writing. The Seller shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the Seller – including, in particular, strikes, lockouts, official orders, etc. – even if they occur at the Seller’s suppliers or its sub-suppliers, even in the case of bindingly agreed dates and deadlines. They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time.
4.2. If a disability within the meaning of 4.1. lasts longer than three months, the Buyer shall, however, be entitled to withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable grace period. If the delivery time is extended, the buyer cannot derive any claims for damages from this.
Unless the circumstances are otherwise known to the Buyer, the Seller is obliged to inform the Buyer immediately about existing impediments.
4.3. The seller is entitled to partial delivery and partial performance at any time, unless otherwise agreed.
4.4. Compliance with the Seller’s delivery and performance obligations shall be subject to the timely and proper fulfillment of the Buyer’s obligations.
4.5. If the Buyer is in default of acceptance, the Seller shall be entitled to claim compensation for the damage incurred. Upon the occurrence of default in acceptance, the risk of accidental deterioration and accidental loss shall pass to the Buyer.
4.6. Our order confirmation shall apply to the execution of the order in terms of type and scope. An objection must be made within 2 working days. An order cancellation as well as changes are only possible thereafter if the customer bears the costs.
4.7. A return of separately procured articles (outside the catalog program) and custom-made products as well as special configurations, is not possible.
5. Transfer of Risk
5.1. The risk shall pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transport or has left the Seller’s warehouse for the purpose of shipment. If shipment becomes impossible through no fault of the Seller, the risk shall pass to the Buyer upon notification of readiness for shipment.
6.1. Unless otherwise agreed in individual cases, the Seller warrants that its products are free from initial manufacturing and material defects for a period of one year from the transfer of risk. The warranty shall be governed by the following provisions and otherwise by the statutory provisions.
6.2. If the manufacturer’s operating and maintenance instructions are not followed, if modifications are made to the products, if parts are replaced or if consumables are used that do not comply with the original specifications, any warranty claim shall be void unless the purchaser proves that the defect is not related to acts or omissions within the meaning of the first half-sentence. The same applies in the event of unsuitable use and combination with components, processes and equipment which do not correspond to the suitability of the parts supplied.
6.3. The Buyer must notify the Seller of any defects in writing without delay, but no later than one week after receipt of the delivery item. Defects which cannot be discovered within this period even after careful inspection shall be notified to the Buyer in writing immediately after discovery. Liability for damage due to normal wear and tear is excluded.
6.4. In the event of notification by the Purchaser of a warranty defect, the Seller may, at its option, demand that,
a) the defective part or product is sent to the Seller for repair and subsequent return.
b) the Buyer provides the defective part or product and a service technician of the Seller is sent to the Buyer’s registered office for the purpose of verifying the existence of a defect in order to carry out the repair.
In the event of a justified notice of defect, the Seller shall be entitled, at its option, to replace the defective part or product with a defect-free one or to properly and professionally restore it to a defect-free condition (repair) at its own expense, which shall also include the costs of inspection/shipment, etc.
6.5. If the Seller’s attempt to remedy the defect fails, is unreasonable or is refused by the Seller, the Buyer shall be entitled to reduce the remuneration, to withdraw from the contract and/or to assert claims for damages, at its option. Withdrawal from the contract is excluded in the case of minor defects.
6.6. In the case of compensation for damages, the liability of the seller is limited to the purchase price of the defective product. This restriction shall not apply in the event of grossly negligent or intentional breach of the Seller’s obligations and for any injury to life, body and health.
6.7. If the Purchaser wishes repair work under warranty to be carried out on a vehicle other than the one specified in 6.4. named place, the seller may comply with this request. In this case, however, he shall be entitled to demand reimbursement of the travel expenses incurred and the additional working time at his usual hourly rates from the Buyer.
6.8. Only the direct purchaser is entitled to warranty claims and these are not assignable.
7. Reservation of Ownership
7.1. The goods remain the property of the seller until full payment. Processing or transformation shall always be carried out for the seller as manufacturer, but without any obligation for him. If the (co-)ownership of the Seller expires due to combination, it is already agreed now that the (co-)ownership of the Buyer in the uniform item shall pass to the Seller pro rata (invoice value). The Buyer shall keep the (co-)ownership of the Seller free of charge. Goods to which the seller has (co-)ownership are hereinafter referred to as reserved goods.
7.2. The buyer is entitled to process and sell the reserved goods and goods subject to retention of title in the ordinary course of business as long as he is not in default. Pledges or transfers of ownership by way of security are not permitted. The Buyer hereby assigns to the Seller by way of security all claims arising from the resale or any other legal ground (insurance, tort) with respect to the reserved goods (including all current account balance claims) to the full extent. The seller revocably authorizes him to collect the claims assigned to the seller for his account in his own name. This collection authorization can only be revoked if the purchaser does not properly fulfill his payment obligations.
7.3. In the event of access by third parties to the goods subject to retention of title, in particular seizures, the Buyer shall point out the Seller’s ownership and notify the Seller immediately so that the Seller can enforce its ownership rights. Insofar as the third party is not in a position to reimburse the Seller for the judicial or extrajudicial costs incurred in this connection, the Buyer shall be liable for these.
7.4. In the event of conduct by the Buyer in breach of the contract – in particular in the event of default in payment – the Seller shall be entitled to take back the reserved goods and, if necessary, to demand assignment of the Buyer’s claims for return against third parties. The taking back by the seller does not constitute a withdrawal from the contract.
8.1. Unless otherwise agreed, the invoices of the seller are payable 30 days after invoicing without deduction. New customers and customers without sufficient creditworthiness or without available creditworthiness data will only be supplied by prepayment. Travel agents are not authorized to accept payments on behalf of the seller. A 3% discount is granted for advance payments and a 2% discount is granted for payment within 10 days of invoicing. Discounts will only be granted if previous deliveries have been paid in full. The Seller shall be entitled, despite any provisions of the Buyer to the contrary, to set off payments first against the Buyer’s older debts and shall inform the Buyer of the nature of the set-off effected. If costs and interest have already been incurred, the Seller shall be entitled to credit the payment first to the costs, then to the interest and finally to the main service.
8.2. A payment shall be deemed to have been made only when the seller can dispose of the amount. In the case of checks, payment shall not be deemed to have been made until the check has been cashed.
8.3. Bills of exchange and acceptances shall only be accepted on account of performance and not in lieu of performance and only after prior agreement.
8.4. Any collection and discount charges incurred upon acceptance of bills of exchange or checks shall be borne by the presenter.
8.5. If the Buyer is in default, the Seller shall be entitled to charge interest at a rate of 9% points above the respective prime rate of the ECB from the relevant date. The proof of a higher damage by the seller is admissible.
8.6. If the Seller becomes aware of circumstances that call into question the creditworthiness of the Buyer, in particular if the Buyer’s check is not honored, if the Buyer suspends payment, or if the Seller becomes aware of other circumstances that call into question the creditworthiness of the Buyer, the Seller shall be entitled to call in the entire remaining debt, even if the Seller has accepted checks or bills of exchange.
8.7. The Seller shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.
9. Construction Changes
9.1. The Seller reserves every right to make design changes at any time. However, he is not obliged to make such changes even to products already delivered.
10.1. Unless expressly agreed otherwise in writing, information submitted to the Seller in connection with orders shall not be considered confidential, but discount and price agreements of any kind shall be.
11. Limitation of Liability
11.1. In addition to 6.6. claims for damages arising from positive breach of contract, from culpa in contrahendo and from tort are excluded both against the Seller and against its agents or vicarious agents, except in cases of intent or gross negligence or injury to life, limb or health.
12.1. Returns will only be accepted if a return number has been issued and a return form is available. This applies both to returns under warranty and to repairs in accordance with the terms of the warranty. 13. submissions without a present and clear declaration of decontamination cannot be processed.
13.1. If repairs of products no longer under warranty are agreed upon, the execution shall be at the expense and risk of the Customer. The repaired products will be handed over or returned only after full payment of the repair and shipping costs.
13.2. In case of repair costs that are below 50,- Euro, the product will be repaired without consultation at the expense of the customer, unless explicitly requested otherwise by the customer. Otherwise, a cost estimate will be prepared, which must be approved by the client for execution.
13.3. For repairs, the minimum invoice amount is 25.00 euros excl. Shipping costs.
14. Applicable Law, Place of Jurisdiction, Partial Invalidity, Data Protection
14.1. The legal relations between the seller and the buyer shall be governed exclusively by the law of the Federal Republic of Germany.
14.2. Insofar as the Buyer is a fully qualified merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund, Alfeld (Leine) shall be deemed agreed as the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
14.3. Company and personal data are collected, which are voluntarily provided to the seller by the buyer in the course of the business relationship. The communicated data will be used exclusively for the execution of the contract and the processing of inquiries and in the context of the exchange of information. The deletion of the customer account, if necessary after the expiration of legal archiving periods, is possible and can be done, either by a message to the seller, or via a function provided for this purpose in the customer store.
Company-related data is passed on to our trade credit insurance company and, if necessary, to credit agencies (e.g. Creditreform) as part of the credit assessment.
JundJ Deutschland GmbH 01/2018 Rev. 23.03.2018