I. Offer and Conclusion of Contract
All offers are non-binding and subject to change without notice. A contract shall only come into effect upon written confi rmation of the order by GOVI GmbH. Any documents accompanying the order confi rmation, such as illustrations, drawings, and information on weights and dimensions, are only approximate unless explicitly designated as binding.
The scope of delivery is defi ned by the written order confi rmation. Any side agreements or changes shall only be valid if confi rmed in writing by GOVI GmbH.
II. Prices and Payment
The prices stated on the invoice apply ex works, unless otherwise agreed.
Invoices are payable immediately upon receipt without any deductions.
In the event of late payment, GOVI GmbH is entitled to charge interest at a rate of 8 percentage points above the respective base rate of the German Federal Bank, beginning on the 30th day after receipt of the invoice.
Payment must be made in euros by bank transfer or in cash. Acceptance of checks or bills of exchange requires prior written approval by GOVI GmbH.
Rights of retention or set-off are only permissible for claims that are undisputed or legally established.
III. Delivery Time
Delivery deadlines are only binding for GOVI GmbH if explicitly designated as such in the order confi rmation. The period begins on the date the order confi rmation is sent, but not before the purchaser has provided any documents, approvals, or clearances required, and any agreed advance payment has been received.
The delivery deadline is deemed met if the goods have left the factory within the stipulated time.
The delivery time shall be extended if GOVI GmbH is hindered by external circumstances beyond its control (e.g., labor disputes, natural disasters).
This extension also applies to such events occurring at suppliers of GOVI GmbH.
Claims for damages due to delayed delivery are only valid if GOVI GmbH has caused the delay through gross negligence or intent.
If the purchaser requests a delay in delivery, starting one month after the notifi cation of readiness for shipment, a fee of 0.5% of the invoice amount shall be charged per month.
IV. Transfer of Risk
The risk passes to the buyer as soon as the goods are handed over to the carrier—this also applies if carriage-paid delivery has been agreed upon.
If delivery is made by GOVI GmbH itself, the risk is borne by GOVI GmbH until delivery to the agreed place of receipt.
The above provision also applies to partial deliveries.
In the case of clause III.5, the risk passes to the buyer on the day of notifi cation of readiness for shipment. Upon request, GOVI GmbH will arrange insurance coverage at the buyer’s expense.
V. Retention of Title
The following retention of title clause secures all current and future claims of the seller against the buyer arising from the business relationship between the contractual partners, including any balance claims resulting from a current account relationship limited to this delivery relationship.
The goods delivered by the seller remain the property of the seller until all secured claims have been paid in full. The goods and any items replacing them under the provisions below are hereinafter referred to as “goods subject to retention of title.”
The buyer shall store the goods subject to retention of title free of charge for the seller.
The buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the realization event occurs (see clause 9). Pledges and transfers by way of security are not permitted.
If the goods subject to retention of title are processed by the buyer, it is agreed that the processing is carried out in the name and on behalf of the seller as the manufacturer, and the seller acquires ownership or—if the processing involves materials from multiple owners or the value of the processed item exceeds the value of the goods subject to retention of title—co-ownership (fractional ownership) of the newly created item in the ratio of the value of the goods subject to retention of title to the value of the new item. If no such acquisition of ownership occurs on the part of the seller, the buyer hereby transfers its future ownership or—proportionally as above—co-ownership of the newly created item to the seller as security. If the goods subject to retention of title are combined or inseparably mixed with other items to form a single item and one of the items is to be regarded as the main item, the seller transfers co-ownership of the unifi ed item to the buyer proportionally, provided the main item belongs to the seller, in accordance with the ratio mentioned in the fi rst sentence.
In the event of resale of the goods subject to retention of title, the buyer hereby assigns to the seller, by way of security, the resulting claims against the purchaser—proportionally according to the seller’s co-ownership share if applicable. The same applies to other claims that take the place of the goods subject to retention of title or arise in relation to them, such as insurance claims or claims from unlawful acts in the event of loss or destruction. The seller revocably authorizes the buyer to collect the claims assigned to the seller in its own name. This authorization may only be revoked by the seller in the event of realization.
If third parties seize the goods subject to retention of title—especially through garnishment—the buyer must immediately notify the third party of the seller’s ownership and inform the seller to enable enforcement of its ownership rights. If the third party is unable to reimburse the seller for the judicial or extrajudicial costs incurred, the buyer shall be liable for such costs.
The seller shall release the goods subject to retention of title as well as any items or claims replacing them if their value exceeds the amount of the secured claims by more than 50%. The seller has the right to choose which items to release.
If the seller withdraws from the contract due to a breach of contract by the buyer—particularly payment default—the seller is entitled to reclaim and realize the goods subject to retention of title. The same applies in cases of legitimate interest, such as payment suspension, opening of insolvency proceedings, protest of a bill of exchange, or substantiated indications of over-indebtedness or imminent insolvency of the buyer (realization event).
VI. Warranty
1. Domestic Delivery
a) The warranty period for new goods is one year, beginning with the transfer of risk to the buyer (Clause IV). After the expiry of the aforementioned one-year period, GOVI GmbH shall provide warranty for an additional year by delivering a replacement part upon request, with the cost of delivery borne by the buyer. No further claims shall exist.
b) For used goods, the warranty period is one year; Clause a), sentence 1, applies accordingly.
c) A material defect within the meaning of the warranty exists if the goods do not possess the agreed quality at the time of the transfer of risk. In this respect, GOVI GmbH will provide the buyer with an inspection card, the receipt and accuracy of which must be confi rmed by the buyer.
The buyer is obligated to inspect the goods without delay and to notify the seller immediately in case of any defects. If the buyer fails to give notice, the goods are deemed accepted, unless the defect was not identifi able upon inspection.
The buyer is also obligated to carry out maintenance every six months from the time of delivery and to document it. Failure to do so voids the warranty rights under Clauses a) and b).
d) In case of a defect, GOVI GmbH may, at its discretion, either supply a new product or carry out a repair. The associated costs will be borne by GOVI GmbH. No further claims shall exist.
If the defect is not remedied after the defect notifi cation, a reasonable deadline for remedy must be set; if this is not done, the warranty expires.
e) The warranty period for replacement goods delivered under warranty is 3 months, but at minimum continues until the expiration of the original warranty period.
f) Further claims by the buyer, particularly for reduction or compensation, are excluded.
g) GOVI GmbH does not provide warranty for damages arising from reasons attributable to the buyer.
2. International Delivery
I
n the case of international delivery, the provisions under Clause 1 apply accordingly, with the additional condition that replacement goods are delivered free to the German border; all further costs are borne by the buyer.
VII. Right of Withdrawal
1. Right of Withdrawal of the Buyer
a) If performance becomes impossible for GOVI GmbH before the transfer of risk (Clause IV), the buyer is entitled to withdraw from the contract. The same applies in cases where several identical goods have been ordered and the buyer demonstrates a legitimate interest in rejecting partial delivery.
b) In the event of delivery delays by GOVI GmbH (Clause III), the buyer must grant GOVI GmbH a reasonable grace period with an explicit declaration that acceptance of the performance will be refused after the expiry of this period and that the contract will be rescinded.
Claims for damages, rights to price reduction, or reimbursement of expenses of any kind are excluded.
2. Right of Withdrawal of GOVI GmbH
a) GOVI GmbH is entitled to withdraw from the contract if circumstances not attributable to GOVI GmbH make the execution of the order impossible.
b) If the impossibility only affects part of the delivery, GOVI GmbH is entitled to withdraw from the contract only with respect to that part, unless the case described in Section 1.a) applies to the buyer.
VIII. Place of Jurisdiction
For all disputes arising from the contractual relationship, the competent court shall be either the Regional Court (Landgericht) or the District Court (Amtsgericht), depending on the amount in dispute.
Language of the Contract
The contract language is German. In the event of translation into another language, the German version shall prevail in case of doubt or dispute.
IX. Data Protection
GOVI GmbH is entitled to process any data received about the buyer in the course of or in connection with the business relationship, regardless of whether such data originates from the buyer or from third parties. This notice replaces a separate notifi cation under the Federal Data Protection Act (Bundesdatenschutzgesetz).
X. Final Provisions
Should any provision of these Terms and Conditions be or become invalid or unenforceable, or should they contain any gaps, the validity of the remaining provisions shall not be affected.
The parties agree to replace the invalid or missing provision with one that comes as close as possible to the intended purpose.
