Gustav Ehlert GmbH & Co. KG

General Terms and Conditions

I. Validity of the conditions
II Offers, quality of goods, scope of delivery
III Prices and terms of payment
IV. Delivery time
V. Rights of the customer in the event of defects
VI Limitations of liability, compensation for damages
VII Retention of title
VIII Place of fulfilment, place of jurisdiction and applicable law
IX. Data protection

I. Validity of the conditions

Our following terms and conditions apply exclusively to all contracts with the customer. They shall apply to all - including future - contracts with the customer, even if they are not expressly agreed again. Any provisions deviating from the content of these terms and conditions require our written confirmation. Any terms and conditions of the customer which we do not recognise in writing shall not be binding on us. An express objection is not required.
Individual agreements with the Customer - insofar as they are made in writing - shall take precedence over the Terms and Conditions. Legally relevant declarations and notifications which the customer must submit to us after conclusion of the contract (e.g. setting of deadlines, notification of defects) must also be made in writing. The written form shall be deemed to be satisfied by the text form.
These General Terms and Conditions shall only apply if the customer is an entrepreneur within the meaning of § 14 BGB (German Civil Code).

II Offers, quality of goods, scope of delivery

Our offers are subject to change.
The documents belonging to our offers, such as illustrations, drawings, weights and dimensions, are only approximate unless we expressly designate them as binding. We reserve ownership rights and copyrights to cost estimates, drawings and other documents and data, regardless of the form in which they are embodied. These documents may not be made accessible to third parties without our consent.
The products delivered by us are in accordance with the contract and free from defects if they have the quality as shown in our order confirmation, the product specification or the declaration of conformity. Further quality features and quality requirements must be agreed in writing between the customer and us. Notwithstanding this, all products offered by us comply with the legal requirements applicable in the Federal Republic of Germany. We shall only be responsible for the usability of the products abroad if this has been expressly agreed with the customer.
We would like to point out that the natural products we offer are subject to natural fluctuations. However, this does not constitute a product defect.
Our order confirmation alone is decisive for the scope of delivery. Partial deliveries are permissible insofar as this is reasonable for the customer.
The customer may only assign claims against us with our consent. This shall not apply to payment claims of the customer against us.

III Prices and terms of payment

Prices are net prices plus VAT. Unless otherwise agreed, prices for deliveries are ex works without packaging.
The terms of payment are based on the content of our order confirmation.
Price adjustments are permissible if we can prove that cost increases - for example for raw materials - have occurred after conclusion of the contract for which we are not responsible.
The assertion of offsetting and retention rights by the customer is only permissible with undisputed or legally established claims.

IV. Delivery time

The deadlines agreed in the order confirmation or otherwise with the customer shall be decisive. Compliance with these deadlines requires the timely receipt of all documents to be supplied by the customer as well as compliance with the agreed terms of payment and other obligations. If these prerequisites are not fulfilled in good time, the deadline shall be extended by the duration of the delay.
In the case of deliveries, the deadline shall be deemed to have been met if the operational consignment is dispatched or collected within this period. If delivery is delayed for reasons for which the customer is responsible, the deadline shall be deemed to have been met if readiness for dispatch is notified within the agreed deadline. If the goods ready for despatch are not called off for reasons for which the customer is responsible, we shall be entitled to charge a storage fee of 5% of the net invoice amount for each month or part thereof, up to a maximum of 5% of the net value of the goods. We reserve the right to claim higher costs.
Our delivery obligation is subject to complete, correct and timely delivery to us, unless we are responsible for the non-delivery or delay in delivery.
If we are prevented from fulfilling our obligations due to the occurrence of unforeseeable extraordinary circumstances which we were unable to avert despite reasonable care, regardless of whether they occurred at our plant or at our supplier - e.g. operational disruptions, official interventions, delays in the delivery of essential raw materials, energy supply difficulties, pandemic situations - the deadline shall be extended by the duration of the hindrance if the delivery or service does not become impossible. In the event of impossibility due to the aforementioned circumstances, we shall be released from our obligation.
The delivery period shall also be extended to a reasonable extent in the event of a strike or lockout. Here too, we shall be released from the obligation to fulfil the contract if delivery becomes impossible.
If the delivery time is extended for an unreasonably long period in the above-mentioned cases, the customer shall be entitled to withdraw from the contract. The assertion of claims for damages is excluded.
If the aforementioned circumstances occur at the customer, the same legal consequences shall apply to the customer's obligation to accept delivery.
Both contractual parties are obliged to inform the other party immediately of any disruptions in performance.

V. Rights of the customer in the event of defects

Claims of the customer for defects presuppose that the delivery item does not have the contractually agreed quality or, if no such quality has been agreed, is not suitable for the use assumed under the contract or for the usual use. In the case of delivery by sample, the product is free of defects if it corresponds to the sample. If we manufacture products according to the customer's specifications, they are free of defects if they correspond to the specifications. We will inform the customer of any unlawfulness of the specifications.
We hereby assign our claims against suppliers of essential third-party products to the customer. The customer can only hold us liable for defects in essential third-party products if a prior out-of-court claim against the third-party suppliers was unsuccessful.
In the event of justified notices of defects, we shall have the right, within a reasonable period of at least 10 working days, at our discretion, to repair or replace the goods. If the subsequent fulfilment fails, the customer may reduce the price or - if the lack of conformity is not only minor - withdraw from the contract. In addition, he may be entitled to demand compensation for damages or reimbursement of expenses. If the customer cancels the contract, he must return the delivery item to us and - irrespective of other claims - pay an appropriate fee for the period of use in the amount of the usual rent.
Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the delivery item has subsequently been taken by the customer or a third party to a place other than the place of delivery, unless the transfer corresponds to the intended use of the delivery item or was agreed with us when the contract was concluded.
Any transport costs incurred in the course of subsequent fulfilment shall be borne by the customer.
The Buyer's claims for defects shall become time-barred 12 months after the delivery of the goods. This does not apply if the law in §§ 438 pcs. 1 no. 2, 445b BGB and 479 pcs. 1 prescribes longer periods.
Claims for damages due to defects are limited as follows: We shall not be liable for slightly negligent breach of insignificant contractual obligations. Our liability for consequential damages is excluded except in cases of intent, gross negligence or breach of essential contractual obligations. Insofar as we are liable for consequential damages, liability is limited to foreseeable damages that are not attributable to extraordinary circumstances. Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may rely.
We shall be responsible for providing evidence of the circumstances justifying a limitation of liability.
The above limitation of liability shall not limit the customer's claims for bodily injury or damage to health attributable to us or in the event of loss of life of the customer or his vicarious agents. The customer's claims under the Product Liability Act and claims in the event of a guarantee given by us and fraudulent concealment of a defect shall also remain unaffected. The statutory limitation periods shall apply to these claims.

VI Limitations of liability, compensation for damages

The following limitations apply to our contractual and non-contractual (tortious) liability as well as to liability for culpa in contrahendo. The burden of proof for the limitation of liability or facts justifying an exclusion of liability lies with us.
We shall not be liable for the slightly negligent breach of insignificant contractual obligations.
In the event of a slightly negligent breach of material contractual obligations, the claim for damages shall be limited to the foreseeable damage typical of the contract. In the event of a grossly negligent breach of non-essential contractual obligations, we shall be liable for the foreseeable damage typical of the contract. Otherwise, our liability is not limited. In the event of a slightly negligent breach of duty due to default, our liability shall be limited to 5% of the agreed net price.
Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may rely.
A limitation of liability shall not apply if we are liable for injury to life, limb or health.
Any claims of the customer under the Product Liability Act shall not be affected by the above limitations of liability.
Section V. 6, V. 8 shall apply accordingly with regard to the limitation period.

VII Retention of title

The delivered goods shall remain our property until full payment of the agreed price including all claims arising from the business relationship and future claims.
The customer is permitted to resell the goods in the ordinary course of business. The customer hereby assigns to us his claims arising from the resale of the reserved goods, in particular the payment claim against his customers. We accept this assignment. The customer is obliged to notify his debtors of the assignment at our request. Claims and names of the customer's debtors must be communicated to us.
The customer is authorised to collect claims from the resale. In the event of default of payment or if we become aware of circumstances which, according to commercial judgement, are likely to reduce the creditworthiness of the customer, we shall be entitled to revoke the right of collection.
Processing and treatment of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB. If the reserved goods are processed or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the net invoice value of the reserved goods to the net invoice value of the other goods used at the time of processing or mixing.
The transfer by way of security of goods in our ownership is not permitted. In the event of third party access to the goods subject to retention of title, in particular seizures, the customer shall draw attention to our ownership of the goods and inform us immediately by sending us a copy of the seizure protocol.
We shall be entitled to withdraw from the contract and demand the return of the goods delivered by us in the event of behaviour by the customer in breach of contract.

VIII Place of fulfilment, place of jurisdiction and applicable law

The place of fulfilment for all obligations arising from the contractual relationship is Verl.
The place of jurisdiction for all disputes arising from the contractual relationship shall be Verl if the customer is a merchant, a legal entity under public law or a special fund under public law. However, we are free to appeal to the court responsible for the customer's registered office.
German law shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Convention/CISG) is excluded.

IX. Data protection

The data protection information on our homepage applies:www.ehlert-shop.de/datenschutzerklärung

Status February 2022