(1) The following General Terms and Conditions shall apply exclusively to all deliveries and services of KARO Elektrotechnik GmbH & Co. KG (hereinafter referred to as KARO). KARO does not acknowledge differing terms and conditions of the customer, unless KARO has explicitly agreed in writing that they are to apply.
(2) KARO’s General Terms and Conditions shall also apply if KARO is aware of terms and conditions of the customer that contradict or differ from KARO’s General Terms and Conditions, yet provides its deliveries or services to the customer without reservation.
(3) If individual provisions of KARO’s General Terms and Conditions are or become invalid, the validity of the other provisions shall not be affected thereby.
(4) All agreements concluded between KARO and the customer for the purposes of fulfilling the contract shall not be valid unless given in writing in the contract.
(5) KARO’s General Terms and Conditions shall apply only to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).
(1) All orders placed with KARO by the customer directly or through sales representatives must be accepted by means of a written order confirmation in text form, unless a cash transaction is involved.
(2) Unless otherwise specified in the order confirmation, KARO’s prices shall be ex works, excluding packaging and shipping charges. These are charged separately.
(3) KARO shall pass on metal surcharges to the customer in accordance with the procedures customary in the trade.
(4) KARO shall additionally apply a low-quantity surcharge of €15.00 to orders below €100.00.
(5) KARO’s prices do not include value-added tax at the statutory rate. VAT is disclosed separately on the invoice at the statutory rate applicable on the date of invoicing.
(6) Any cash discount shall require a special written agreement with KARO.
(7) Unless otherwise specified in the order confirmation, the purchase price shall be payable in net without deduction within 30 days of the invoice date. The statutory provisions on the consequences of delay in payment shall apply.
(8) The customer shall be entitled to offset its counterclaims only if they have been legally established with final and binding effect, are not disputed or have been acknowledged by KARO. In addition, the customer shall be authorised to exercise a right of retention only insofar as the customer’s counterclaim is based on the same contractual relationship.
(9) KARO reserves the right to adjust prices accordingly if costs fall or increase, in particular due to settlements reached under collective wage agreements, changes in production or changes in material prices, after the contract has been concluded. KARO shall provide the customer with proof of that upon request.
(10) In the case of continuous obligations, in particular call-off orders and deliveries in instalments, KARO shall charge the prices applicable on the date of delivery.
(1) So that KARO can fulfil its delivery obligations, the customer must first fulfil its obligations properly and on time. The right to plea non-performance shall remain unaffected. KARO shall not assume any procurement risk within the meaning of Section 276 of the German Civil Code (BGB), unless KARO had promised the customer in writing to deliver a specific obligation.
(2) If the customer is in delay in accepting delivery or culpably violates other duties of cooperation, KARO shall be authorised to demand reimbursement of damage KARO incurs in this respect, including any extra costs. KARO reserves the right to assert further claims or rights.
(3) Provided the conditions specified in (2) are met, the risk of accidental loss or accidental impairment of the purchased object shall pass to the customer as soon as the customer is in delay in taking delivery or making payment.
(4) KARO shall be liable in accordance with the statutory provisions if the underlying purchase contract is a transaction at a fixed date as defined by Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). KARO shall also be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which KARO is responsible, the customer is authorised to claim that it no longer has an interest in further fulfilment of the contract.
(5) KARO shall furthermore be liable in accordance with the statutory provisions if the delay in delivery is due to a breach of contract through intent or gross negligence on the part of KARO. Any blame on the part of representatives or vicarious agents of KARO shall be attributed to KARO. If the delay in delivery is due to a breach of contract through gross negligence on the part of KARO, KARO’s liability to pay damages shall be limited to foreseeable damage that typically occurs.
(6) KARO shall also be liable in accordance with the statutory provisions if the delay in delivery for which KARO is responsible is due to culpable violation of a cardinal contractual obligation. In this case, however, KARO’s liability to pay damages shall be limited to foreseeable damage that typically occurs.
(7) Further legal claims and rights of the customer shall remain unaffected.
(1) The customer can assert warranty claims only if the customer or the recipient named by it have properly fulfilled the obligations to inspect a delivery and report defects stipulated under Section 377 of the German Commercial Code (HGB).
(2) KARO shall not assume any warranty for qualities or durability, unless KARO had explicitly assumed such a warranty in writing.
(3) If the purchased object has a defect, the customer shall be entitled, at its choice, either to demand remedy in the form of repair of the defect or delivery of a new object that is free of defects. If a defect is repaired or a replacement object is supplied, KARO shall be obliged to bear all the expenses required for the purpose of remedying a defect, in particular transport, travel, labour and material costs, unless such expenses have been increased by the fact that the purchased object has been transported to a location other than the place of performance.
(4) If remedy of the defect fails, the customer shall be authorised, at its choice, either to demand cancellation of the contract or reduction of the purchase price.
(5) KARO shall be liable in accordance with the statutory provisions if the customer asserts claims for damages due to intent or gross negligence on the part of KARO, including intent or gross negligence on the part of KARO’s representatives or vicarious agents. Unless KARO is to blame for breach of contract through intent, its liability to pay damages shall be limited to foreseeable damage that typically occurs.
(6) KARO shall be liable in accordance with the statutory provisions if KARO culpably violates a cardinal contractual obligation. In this case, however, KARO’s liability to pay damages shall likewise be limited to foreseeable damage that typically occurs.
(7) In addition, if the customer is entitled to claim compensation for loss or damage in lieu of performance due to a negligent breach of duty, KARO’s liability shall be limited to reimbursement of the foreseeable damage that typically occurs.
(8) Liability due to culpable injury to life, body or health shall remain unaffected. That shall also apply to mandatory liability under the German Product Liability Law (Produkthaftungsgesetz).
(9) Liability shall be excluded unless otherwise specified above.
(10) The period of limitation for warranty claims shall be 24 months as of the passage of risk. This shall not apply if the purchased object is usually used for a building and has caused the defect.
(11) The period of limitation for recourse against a supplier in accordance with Sections 478 and 479 of the German Civil Code (BGB) shall remain unaffected. It shall be five years as of delivery of the defective object.
(1) Any further liability to compensate for damage above and beyond that envisaged in section 4 shall be excluded, without regard to the nature of the claim. This shall apply in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for reimbursement of damage to property in accordance with Section 823 of the German Civil Code (BGB).
(2) The limitation specified in (1) shall also apply if the customer demands reimbursement of futile expenses instead of compensation for loss or damage in lieu of performance.
(3) If KARO’s liability to pay damages is excluded or limited, this shall also apply to the personal liability of KARO’s employees, representatives and vicarious agents to pay damages.
(1) KARO reserves ownership of the purchased object until all payments from the delivery contract have been received. If the customer acts in breach of contract, in particular if it is in delay in payment, KARO shall be authorised to take back the purchased object. If KARO takes back the purchased object, this shall also constitute cancellation of the contract. KARO shall be authorised to realise proceeds from the purchased object after taking it back; the proceeds – minus reasonable costs of realising them – shall be offset against the customer’s liabilities.
(2) The customer shall be obliged to treat the purchased object with care. In particular, the customer shall be obliged to insure the purchased object adequately at the reinstatement value against damage by fire, water and theft at its own expense.
(3) The customer shall notify KARO about any attachment or other forms of seizure by third parties in writing without undue delay so that KARO can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not able to reimburse KARO for the court and out-of-court costs of legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable to pay KARO for the resultant loss.
(4) The customer shall be authorised to resell the purchased object in the ordinary course of business. However, the customer hereby assigns to KARO all claims to the amount of the final invoice total, including value-added tax on the claim at the statutory rate, to which the customer is entitled due to resale of the object from the purchaser or third party, regardless of whether the purchased object has or has not been processed prior to being resold. The customer shall remain authorised to collect this claim even after assigning it. KARO’s authorisation to collect the claim itself shall remain unaffected thereby. However, KARO shall be obliged to refrain from collecting the claim as long as the customer fulfils its payment obligations from the collected proceeds, the customer does not default in payment and in particular no application for instigation of composition or insolvency proceedings has been filed or payment had been discontinued. If this is the case, however, KARO can demand that the customer inform KARO of the assigned claims and their debtors, provide all the details required to collect the claims, hand over the associated documents and inform the debtors or third parties of the assignment.
(5) Any processing or re-forming of the purchased object by the customer shall always be done on behalf of KARO. If the purchased object is processed with other objects that do not belong to KARO, KARO shall acquire co-ownership of the new object to the ratio of the value of the purchased object – to the amount of the final invoice total, including value-added tax at the statutory rate – to the other processed objects at the time of processing. The same provisions as for a purchased object supplied under reservation of title shall apply to the object created through processing.
(6) The customer shall also assign to KARO the claims for securing KARO’s claims against the customer which accrue against a third party as a result of the purchased object being attached to real estate.
(7) KARO shall be obliged, at the customer’s request, to release the security to which KARO is entitled insofar as the realisable value of KARO’s security exceeds the claims to be secured by more than 10 percent. KARO shall choose which security is to be released.
(1) Goods on consignment shall remain the property of KARO. KARO can demand their return at any time.
(2) The customer shall keep proceeds from the sale of goods on consignment separate and pay them over to KARO without undue delay. Claims from the sale of goods on consignment shall be deemed to have been assigned to KARO as of when they accrue.
(3) KARO’s representative agents shall be authorised to enter the customer’s business premises at any time in order to inspect the goods on consignment and carry out a stocktake of them.
(4) In principle, the customer shall be liable for damage to and soiling, loss or destruction of the goods on consignment. The customer shall have the right to prove that it is not to blame therefor.
(1) If the customer is a merchant, any disputes shall be settled before a competent court of law at KARO’s place of business. However, KARO shall also be authorised to take legal action against the customer at the courts of law at the customer’s domicile.
(2) The law of the Federal Republic of Germany shall apply.
(3) Unless specified otherwise in the order confirmation, KARO’s place of business shall also be the place of performance.