Terms & Conditions for Battery-Kutter GmbH & Co. KG
The following terms and conditions apply for all contracts made with Battery-Kutter GmbH & Co. KG, (henceforth “we”/”us”), with particular regard to our online shop and project contracts. These terms & conditions apply solely to commercial business transactions, i.e. those undertaken with companies, corporate bodies under public law and special funds under public law.
1. Business status
By making an offer of a contract, you hereby confirm that you are making a purchase with us as a business or public corporation in accordance with § 14 of the German Civil Code. You also confirm that the goods will not be used for private purposes, and consequently that you have no entitlement as a consumer.
2. Accepting our Terms & Conditions
When making an order or employing us, the customer accepts our Terms & Conditions. The following conditions apply to all contracts concluded between you & us.
We do not recognise, and we explicitly reject the terms & conditions of the contractual partner (henceforth “you”).
We reserve the right to change the Terms & Conditions for any future contracts. Amendments to existing contracts are excluded.
3. Concluding a contract
The description of goods on our website, brochures, online catalogues and other such media do not constitute an offer (but rather an invitio ad offerendum). The offer of a contract is always made subsequently to the customer’s order. We reserve the right to accept it within a period of 5 working days. There will be a written confirmation of acceptance for all online orders. After this period, your offer is no longer binding.
You have no right to withdraw from the contract, or to cancel the order/request. We therefore do not accept returns. You may only return goods to us in the case of a warranty claim. See point no. 8 of our Terms & Conditions for details.
5. Delivery & packaging
We deliver using freight services using typical commercial packaging.
You as the buyer are liable for the delivery costs.
Any additional costs that we incur for specialised packaging will be added on to your bill.
Goods sent out for delivery are generally uninsured. If you want your dispatch to be insured, you must agree this with us first. You are liable for the insurance costs. Only under exceptional circumstances can there be any kind of other arrangement, and this must be in writing.
How long you need to wait for your delivery depends on the size of your order and the delivery destination. Please see our delivery prices. Our service team are happy to provide you with a delivery deadline, i.e. the latest you can expect your delivery to arrive.
As the buyer, you bear the transport risk. In order to make any claims for damages against the freight or courier service, we recommend you keep the original packaging.
The conclusion and execution of a contract is subject to legal export controls. Contracts requiring export certification are subject to delay until approval is received. The execution of contracts can therefore depend on approval by the relevant customs authorities.
You bear the cost of any customs duties, import fees and any other taxes arising from deliveries to other countries.
Costs arising due to non-acceptance of a delivery or provision of incorrect details will be invoiced to you.
It is agreed that Hamburg is where the delivery will be loaded.
6. Prices & payment terms
The agreed prices do not include installation, instruction or other extra services. VAT is not included in the purchase price.
If our costs increase between the conclusion of the contract and delivery, in terms of production costs, raw materials, procurement, energy, environmental regulations, currency fluctuations, new customs requirements, shipping rates, price rises caused by Brexit or involuntary public fees – e.g. official price regulations, higher loan charges as a result of legislation, an ordinance or collective labour contract, increase of existing levies or introduction of new levies – we are entitled to additional recompense if these directly or indirectly increase the total cost of the agreed service, and if there are more than 4 months between the conclusion of the contract and delivery. The increase cannot exceed 20% of the original price. If the total cost falls by more than 20%, you will receive a price reduction of 10%, providing there are more than 4 months between the agreement of the contract and delivery.
You can settle your invoice in cash, via a direct debit or a bank transfer. The sum indicated on the invoice is due 10 days after it arrives. After the 10-day period you will automatically be in arrears without the need for a written warning.
We reserve the right to check your credit worthiness.
Costs that we incur for failed payments (e.g. sums for chargebacks) will be invoiced to you.
7. Retention of proprietary rights
The delivered goods remain our property until we receive payment in full, or until the purchaser has fulfilled all the necessary conditions arising from the business transaction.
Before the property is transferred to you, you are obliged to carry out any prescribed maintenance and checks.
Prior to full and complete settlement, the purchaser is prohibited from pledging the goods or using them as assignment as security. Resale is only allowable under the condition that the reseller receives payment from the customer or stipulates that the property will only be transferred to the customer when payment is made.
The purchaser must inform us immediately in the event of a seizure, impoundment or other such interventions by third parties.
You are obliged to check the delivered goods for defects immediately upon receipt and to make a note of any defects. You must send a written description of defects within a week after the goods are received. If you fail to meet this condition and the defect was noticeable, you will lose your entitlement to claim. If the defect was not immediately noticeable, you must notify us about the defect once it has been noticed. If not, the goods are deemed as accepted regardless of the defect. When submitting a claim, you are obliged to send us the goods or components in question along with an exact description of the defect within three weeks of notifying us about it.
If the defective goods are delivered to us in time, your rights are accorded by statutory warranty claims regulations. As set out by statutory warranty claims regulations, we will not refund transport and delivery costs. We may refuse to bear, or only partially bear, the costs of assembly or disassembly because of the special interests and requirements of commerce, or to align with standard industry practice.
The statute of limitation for claims of defect for new products is a year from the passing of risk. Exceptions to the rule are the statute of limitation for recourse claims – in accordance with § 445b of the German Civil Code – claims for damages because of injury to life, body or health and/or claims for damages for gross negligence or malicious intent. In these cases, legal statutes of limitation apply.
In accordance with the Product Liability Law, we have unlimited liability for wilful intent, gross negligence, injury to life, body or health, transfer of warranted properties, intentional concealment of a defect or infringement of significant contractual conditions. However, damages arising from infringement of significant contractual conditions is limited to standard contractual foreseeable damages – unless it is a case of malicious intent or gross negligence. Changes to the burden of proof to your disadvantage do not apply in this instance.
10. Travel and consultation costs for on-site visits
develop and build custom solutions for you rather than selling finished products. The nature of the project contract depends on the type and scope of the task and this will be agreed between you and us. The conditions in project contracts are supplementary to our Terms & Conditions.
On-site visits for the purpose of consultancy or the assembly of our products are by special arrangement between us and an additional charge applies. The size of the charge will be agreed between us.
At the agreed time, you will ensure that our employee(s) have complete and unrestricted access to all the rooms and areas of the building that are necessary for proper assembly or consultation, which includes technical installations and pipes. There is no obligation on our part to provide maintenance or ensure the products that we assemble are kept in a good condition.
If nobody is there to meet our employee(s) at the agreed time and place, or access is not granted to the rooms, areas of the building, technical installations or pipes that are needed for assembly or consultation, an invoice will be issued to you to cover the costs of travel and labour incurred.
Our webpages may contain hyperlinks pointing to the websites of third parties. Since we have no influence on the form or content of the sites being linked to, we cannot bear any responsibility for their content, nor do we have any ownership of the content in question. You therefore use them at your own risk.
12. No offsetting of claims permitted
Offsetting, such as a right of retention, can only be made to apply with respect to us insofar as the claims are uncontested or where legal judgment has already been passed.
13. Consultation for pre-contractual work
We may create fee-based consultancy contracts to explore the potential for developing specific products and software solutions, or for on-site consultations. The specifics of the contract and corresponding fees depend on the type and scope of the consultation, and this will be subject to agreement between you and us.
We reserve all proprietary and usage rights to the results of pre-contractual work undertaken – e.g. cost estimates, depictions, calculations, drawings, instructions, technical descriptions, fundamental compliance guidelines, test results, and technical data. Usage rights can only be transferred if a written project contract is forthcoming. If an order for us is not forthcoming, all findings of the work must be handed back to us at our request.
The customer is required to keep the information gained through our business relationship confidential with regard to third parties. You are prohibited from duplicating or developing the findings of the work. It must neither be given nor sold to third parties. In particular, you are prohibited from using the findings of the work to solicit rival offers or employ third parties to carry out the production. If you disregard this condition, a penalty fee of €185 per hour of work will be charged. If time spent is under an hour, a percentage of the fee will be charged. The payment due cannot exceed 20% of the projected gross value.
14. Project contracts
Unlike the offers in the online shop and the prospectuses, project contracts are created to develop and build custom solutions for you rather than selling finished products. The nature of the project contract depends on the type and scope of the task and this will be agreed between you and us. The conditions in project contracts are supplementary to our Terms & Conditions.
15. Free disposal of used batteries
According to the legal provisions of the Battery Law, you are entitled to return batteries you have bought from us. We will dispose of them in an appropriate way.
16. Legal basis and place of jurisdiction
The law in the Federal Republic of Germany is the sole applicable law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Hamburg is the sole place of jurisdiction.
Amendments and additions to this contract must be made in writing. This also applies to changing this written clause.
Published 29 January 2019