Gustav Ehlert GmbH & Co. KG

Terms and Conditions

I. Applicability of the Terms and Conditions
II. Offers, Quality of Goods, Scope of Delivery
III. Prices and Terms of Payment
IV. Delivery time
V. The Customer’s Rights in the Event of Defects
VI. Limitations of Liability, Compensation
VII. Retention of title
VIII. Place of performance, jurisdiction and applicable law
IX. Data Protection

I. Applicability of the Terms and Conditions

Our terms and conditions set out below shall apply exclusively to all contracts with the customer. They shall apply to all contracts – including future ones – with the customer, even if they are not expressly agreed upon again. Any provisions deviating from the content of these terms and conditions require our written confirmation. Any terms and conditions of the purchaser which we do not accept in writing shall not be binding on us. No express objection is required.
Individual agreements with the customer – provided they are made in writing – shall take precedence over these terms and conditions. Legally significant declarations and notifications which the customer is required to provide to us following the conclusion of the contract (e.g. setting of deadlines, notices of defects) must also be in writing. The written form requirement is satisfied by the text form.
These General Terms and Conditions apply only if the customer is a business within the meaning of Section 14 of the German Civil Code (BGB).

II. Offers, Quality of Goods, Scope of Delivery

Our offers are subject to change.
The documents forming part of our quotations, such as illustrations, drawings, weight and dimensional specifications, are only approximate unless we expressly state that they are binding. We reserve all rights of ownership and copyright in quotations, drawings and other documents, as well as data, regardless of the form in which they are recorded. These documents must not be made available to third parties without our consent.
The products we supply are in accordance with the contract and free from defects if they possess the characteristics set out in our order confirmation, the product specification or the declaration of conformity. Any further quality characteristics and 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 guarantee the suitability of the products for use abroad if this has been expressly agreed with the customer.
Please note that the natural products we offer are subject to natural variations. However, this does not constitute a product defect.
Our order confirmation alone shall determine the scope of the delivery. Partial deliveries are permitted, provided this is reasonable for the customer.
The customer may only assign claims against us with our consent. This does not apply to the customer’s claims for payment against us.

III. Prices and Terms of Payment

Prices are net prices, excluding VAT. Unless otherwise agreed, prices for deliveries are ex works, excluding packaging.
The terms of payment are set out in our order confirmation.
Price adjustments are permitted provided that we can demonstrate that, following the conclusion of the contract, cost increases beyond our control – such as those relating to raw materials – have occurred.
The Customer may only exercise rights of set-off and retention in respect of claims that are either undisputed or have been established by a final and binding judgement.

IV. Delivery time

The deadlines set out in the order confirmation or otherwise agreed with the customer shall apply. Compliance with these deadlines is subject to 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 conditions are not met 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 consignment, ready for dispatch, is dispatched or collected within that period. If delivery is delayed for reasons attributable to the customer, the deadline shall be deemed to have been met provided that notification that the goods are ready for dispatch is given within the agreed period. If the goods ready for dispatch are not collected for reasons attributable to the customer, we are entitled to charge a storage fee amounting to 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 a higher amount for costs incurred.
Our obligation to deliver is subject to us receiving full, correct and timely supplies from our own suppliers, unless the failure to deliver or the delay in delivery is attributable to us.
If we are prevented from fulfilling our obligations due to the occurrence of unforeseeable, exceptional circumstances which we were unable to avert despite exercising reasonable care, regardless of whether these occurred at our premises or at those of our suppliers – e.g. operational disruptions, regulatory intervention, delays in the delivery of essential raw materials, energy supply difficulties, pandemic situations – then, provided that the delivery or service does not become impossible, the deadline shall be extended by the duration of the hindrance. In the event of impossibility arising from the aforementioned circumstances, we shall be released from our obligation.
The delivery period shall also be extended by a reasonable period in the event of a strike or lockout. In such cases too, we shall be released from our obligation to perform the contract if delivery becomes impossible.
If, in the cases mentioned above, the delivery time is unreasonably prolonged, the customer is entitled to withdraw from the contract. Claims for damages are excluded.
Should the circumstances mentioned above arise in relation to the customer, the same legal consequences shall also apply to their obligation to accept delivery.
Both parties are obliged to notify the other party immediately of any failure to perform.

V. The Customer’s Rights in the Event of Defects

Claims by the customer on the grounds of defects are subject to the condition that the goods delivered do not possess the quality agreed in the contract or, if no such quality was agreed, are not fit for the purpose intended under the contract or for their normal use. In the case of delivery based on a sample, the product is free from defects if it corresponds to the sample. Where we manufacture products in accordance with the customer’s specifications, these are free from defects if they comply with those specifications. We shall draw the customer’s attention to any legal irregularities in the specifications.
We hereby assign our claims against suppliers of essential third-party products to the purchaser. The purchaser may only hold us liable for defects in essential third-party products if a prior out-of-court claim against the third-party suppliers has been unsuccessful.
In the event of justified complaints regarding defects, we shall be entitled, within a reasonable period of at least 10 working days, to either rectify the defect or supply a replacement, at our discretion. If the subsequent performance fails, the customer may reduce the price or – provided the breach of contract is not merely minor – withdraw from the contract. In addition, the customer may, where applicable, be entitled to claim damages or reimbursement of expenses. If the customer withdraws from the contract, they must return the goods to us and – notwithstanding any other claims – pay reasonable compensation for the period of use, equivalent to the usual rental charge.
Claims by the customer in respect of expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as such expenses are increased because the goods have subsequently been moved by the customer or a third party to a location other than the place of delivery, unless such relocation is in accordance with the intended use of the goods or was agreed with us at the time the contract was concluded.
Any transport costs incurred in connection with the rectification of defects shall be borne by the customer.
Claims by the customer arising from defects shall be subject to a limitation period of 12 months, commencing on the date of handover of the goods. This shall not apply where the law prescribes longer time limits in Sections 438(1)(2), 445b and 479(1) of the German Civil Code (BGB).
Claims for damages arising from defects are limited as follows: We shall not be liable for breaches of non-essential contractual obligations resulting from slight negligence. Our liability for consequential damages arising from defects is excluded, except in cases of wilful misconduct, gross negligence or a breach of essential contractual obligations. Insofar as we are liable for consequential damages arising from defects, such liability is limited to foreseeable damages not attributable to exceptional circumstances. Essential contractual obligations are those the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may rely.
The burden of proof regarding the circumstances justifying a limitation of liability rests with us.
The above limitation of liability shall not limit any claims by the customer arising from bodily injury or damage to health attributable to us, or in the event of the death of the customer or their vicarious agents. The customer’s claims under the Product Liability Act, claims arising from a guarantee given by us, and claims arising from fraudulent concealment of a defect also remain unaffected. The statutory limitation periods apply to these claims.

VI. Limitations of Liability, Compensation

The following limitations apply to our contractual and non-contractual (tortious) liability, as well as to liability arising from fault at the time of conclusion of the contract. The burden of proof regarding the facts justifying a limitation or exclusion of liability rests with us.
We shall not be liable for breaches of minor contractual obligations arising from slight negligence.
In the event of a breach of essential contractual obligations due to slight negligence, the claim for damages is limited to the foreseeable loss typical for this type of contract. In the event of a breach of non-essential contractual obligations due to gross negligence, we shall be liable for the foreseeable loss typical for this type of contract. Otherwise, our liability is not limited. In the event of a breach of duty due to delay caused by slight negligence, our liability is limited to 5% of the agreed net price.
Essential contractual obligations are those the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer is entitled to rely.
No limitation of liability shall apply insofar as we are liable for injury to life, limb or health.
Any claims the customer may have under the Product Liability Act remain unaffected by the above limitations of liability.
With regard to the limitation period, clauses V. 6 and V. 8 apply mutatis mutandis.

VII. Retention of title

The goods supplied shall remain our property until the agreed price, including all claims arising from the business relationship and any future claims, has been paid in full.
The purchaser is permitted to resell the goods in the ordinary course of business. The purchaser hereby assigns to us all claims arising from the resale of the goods subject to retention of title, in particular the claim for payment against its customers. We accept this assignment. The purchaser is obliged to notify its debtors of the assignment at our request. We must be informed of the claims and the names of the purchaser’s debtors.
The purchaser is entitled to collect claims arising from the resale. In the event of late payment, or should we become aware of circumstances which, in our commercial judgement, are likely to impair the purchaser’s creditworthiness, we are entitled to revoke the right to collect such claims.
Any processing or treatment of the goods subject to retention of title is carried out on our behalf as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB). If the goods subject to retention of title 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 goods subject to retention of title to the net invoice value of the other goods used at the time of processing or mixing.
The transfer of ownership by way of security of goods owned by us is not permitted. In the event of third-party intervention in respect of the goods subject to retention of title, in particular in the event of attachment, the customer shall draw attention to our ownership of the goods and notify us immediately, sending us a copy of the attachment record.
We are entitled to withdraw from the contract in the event of conduct by the customer that is in breach of the contract and to demand the return of the goods we have supplied.

VIII. Place of performance, jurisdiction and applicable law

The place of performance 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, provided that the purchaser is a trader, a legal entity under public law or a special fund under public law. We are, however, free to bring proceedings before the court with jurisdiction over the purchaser’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 privacy policy on our website applies: www.ehlert-shop.de/datenschutzerklärung

As at February 2022