General Terms and Conditions
§ 1 – General – Scope
(1) The following General Terms and Conditions (“GTC”) shall apply to all contracts, deliveries and services as well as consulting services with customers if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also referred to as “goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§ 433, 631 BGB) as well as services associated with the goods. They shall also apply in their respective version as a framework agreement for all future contracts for the sale and/or delivery of movable goods as well as the provision of services with the same customer without us having to refer to them again in each individual case. The customer’s terms and conditions are only binding if they have been confirmed by us in writing. We object to the customer’s terms and conditions of purchase even if we carry out the delivery to the customer without reservation in the knowledge of the customer’s terms and conditions.
§ 2 – Offer / Offer documents
(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the customer with catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents, including in electronic form, to which we reserve ownership and copyright.
(2) The order of the goods by the customer shall be deemed a binding offer of contract. The contract as well as other agreements and warranty declarations shall only be concluded upon our written confirmation of the order.
(3) If the contract is concluded by a commercial agent, it shall only be effective if it has been confirmed by us in writing or the ordered goods have been delivered. Verbal agreements shall only be valid if expressly confirmed in writing. Claims arising from a contractual relationship are not transferable on the part of the customer without our written consent.
§ 3 – Prices
(1) Unless otherwise agreed, our prices are ex works plus the applicable statutory value added tax.
(2) If goods are taken back by us as a gesture of goodwill, the customer is obliged to pay an amount of 25% of the value of the goods to compensate us for the costs incurred. The customer reserves the right to provide evidence of a lesser loss.
§ 4 – Technical specifications
(1) The product details contained in our offers and information material, such as dimensions, weights, illustrations, descriptions, calculations, assembly sketches and drawings in sample books, price lists and other printed matter, are approximate values, but are non-binding for us. The same applies to information provided by the supplier’s works.
(2) Samples and specimens shall be deemed to be average failures. Samples remain our property.
(3) The customer must be presumed to have knowledge of physical conditions and the properties of the building materials available from us in accordance with the state of the art.
§ 5 – Delivery and acceptance obligations
(1) The delivery dates stated by us are non-binding unless they have been expressly confirmed by us in writing as a “binding delivery date”. The stated delivery dates shall be adhered to as far as possible. Slight overruns are permissible. Since we also purchase goods in whole or in part from other manufacturers, the delivery of our goods is subject to correct and timely delivery to ourselves. The customer will be informed immediately of the non-availability of the goods. If a subsequent delivery is not possible (impossibility) or if the service is also not available within a new delivery period, we are entitled to withdraw from the contract in whole or in part if we are not responsible for the failure to meet the delivery deadlines. Any consideration already paid by the customer shall be refunded by us.
A delivery period shall be extended if obstacles occur after conclusion of the contract for which B.T. innovation GmbH is not responsible. This also applies within a delay that has already occurred. Delivery time extensions result e.g. from operational disruptions, strikes, lockouts, disruptions of traffic routes or technical difficulties, which lie in the nature of the order and make its execution unreasonable or impossible for us or the supplier. This also applies if these circumstances occur at the supplier.
We shall inform the customer immediately of any corresponding delivery problems. If the agreed delivery date is exceeded, the customer may set a reasonable grace period. If no delivery is made by the end of the grace period, the customer is entitled to withdraw from the contract by means of a written declaration. If the delay in delivery is due to a breach of contract for which we are responsible, our liability shall be determined in accordance with § 8.
(2) We are entitled to make partial deliveries. The customer is obliged to accept and pay for the partial deliveries unless the acceptance of the partial delivery is unreasonable for him or impairs his other contractual rights.
(3) Our deliveries are ex works, which is also the place of performance, unless otherwise agreed. The risk of accidental loss and accidental deterioration shall pass to the customer when the goods are handed over to the carrier. This also applies to transport with our vehicles. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back. The customer is obliged to dispose of the packaging at his own expense. Exchangeable means of transport such as mesh boxes and Euro pallets are to be returned by the customer to the forwarding agent in exchangeable condition (Epal) immediately after unloading. If the customer so wishes, we will cover the delivery with transport insurance. The costs incurred for this shall be borne by the customer.
(4) In the event of transport damage, the customer must inform us immediately and arrange for the forwarding agent to record the facts.
§ 6 – Terms of payment
(1) Payments shall be due without deduction no later than 21 days after the date of the invoice, unless another payment term has been expressly agreed.
(2) If the financial situation of the customer deteriorates after conclusion of the contract and if facts become known which indicate that the claim for payment is at risk due to the customer’s lack of ability to pay, we shall be entitled, after setting a reasonable deadline, to demand advance payments or corresponding bank guarantees from the customer at the customer’s discretion. In the event of refusal, we may withdraw from the contract. Invoices for partial deliveries that have already been made and/or completed or not yet executed are due for payment immediately. Partial deliveries not yet delivered shall be delivered after payment. The customer undertakes to pay for goods already purchased or delivered as well as for parts of goods already in the production process at suppliers, insofar as these are not already sufficiently covered by another provision for damages, etc.
(3) Payments of invoices by cheques or bills of exchange shall only be made on account of performance.
(4) We charge interest on arrears at a rate of 8%, in the event of default in payment, above the base interest rate applicable at the time. We reserve the right to prove and assert higher damages caused by default.
(5) The customer may only offset counterclaims that are undisputed or have been legally established. The customer may not assert a right of retention from earlier or other transactions in the current business relationship. Payment may only be withheld due to defects or other complaints based on a complaint received by us in writing.
(6) Security to be provided by us may be discharged by us by guarantees from the net amount.
§ 7 – Liability for defects
(1) The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title in delivered goods (including incorrect or short delivery as well as improper assembly or defective assembly instructions) or defective service performance, unless otherwise stipulated below. In all cases, special statutory provisions remain unaffected in the case of final delivery of the goods to a consumer (supplier recourse according to § 474,479 BGB).
(2) Claims for defects shall not apply in the event of only insignificant deviation from the agreed quality or only insignificant impairment of usability. In all other respects, our liability for defects shall be based on the written agreement on the quality of the goods or service. Insofar as the quality was not agreed, it shall be assessed in accordance with the statutory regulation whether a defect exists or not (§ 434 para. 1 sentences 2 and 3 BGB). However, we do not accept any liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).
(3) The customer’s claims for defects presuppose that he has duly complied with his statutory duties of examination and notification of defects (§§ 377, 381 HGB). Obvious defects must be notified in writing within a period of 10 days after receipt of the goods. If the customer fails to duly inspect the goods and/or give notice of defects, our liability for the non-notified defect shall be excluded.
(4) If the delivered goods or service are defective, we may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement). Our right to refuse the chosen type of subsequent performance under the statutory conditions remains unaffected.
(5) We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer shall be entitled to retain a reasonable part of the purchase price in relation to the defect.
(6) The customer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes; otherwise we shall be released from liability for the resulting claims. In the event of a replacement delivery, the customer shall return the defective item to us in accordance with the statutory provisions.
(7) We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect is actually present.
(8) In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the customer has the right to remedy the defect himself and to demand reimbursement from us of the expenses objectively necessary for this. We must be informed immediately of any such self-execution, if possible in advance. The right of self-execution does not exist if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.
(9) If the supplementary performance has failed or a reasonable deadline to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
(10) 8 shall apply to the customer’s claims for damages or reimbursement of futile expenses.
§ 8 – General limitation of liability
(1) Insofar as nothing to the contrary arises from these GTC including the following provisions, we shall be liable in the event of a breach of contractual or non-contractual obligations in accordance with the relevant statutory provisions.
(2) We shall not be liable for damage resulting from incorrect use or improper installation of our products, insofar as this is not our responsibility. We expressly point out that the goods may only be used for the contractually determined purpose or the purpose customary for the product.
(3) We shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable for a) damages arising from injury to life, limb or health b) from the breach of a material contractual obligation (obligation whose fulfilment is a prerequisite for the proper performance of the contract and on whose fulfilment the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage.
(4) Insofar as liability is excluded or limited in accordance with § 8 paras. 1-3, this shall also apply to the liability of the owner, the executive bodies, senior staff, employees and other vicarious agents.
(5) The limitations of liability resulting from § 8 paras. 2 – 3 do not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to customer claims under the Product Liability Act.
(6) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.
§ 9 – Retention of title
(1) Until the fulfilment of all claims (including all balance claims from current account) to which we are entitled against the customer for any legal reason now or in the future, we are granted the following securities: The goods shall remain our property until payment has been made in full. If our (co-)ownership expires due to processing, mixing or combination, it is already agreed now that the customer’s (co-)ownership of the actual item shall pass to us in proportion to the value (invoice value). The customer shall keep our (co-)ownership in safe custody free of charge. Goods to which we are entitled to (co-)ownership are hereinafter referred to as reserved goods.
(2) The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business as long as he is not in default. Pledges or transfers of ownership by way of security are not permitted. By way of security, the customer hereby assigns to us in full any claims arising from the resale or any other legal grounds (insurance, tort) in respect of the goods subject to retention of title. The customer revocably authorises us to collect the claims assigned to us on our account in our own name. Upon request, the customer shall disclose the assignment and provide us with the necessary information and documents. In the event of access by third parties to the reserved goods, the customer shall point out our ownership and notify us immediately. Costs and damages shall be borne by the customer.
(3) In the event of conduct by the customer in breach of the contract – in particular default of payment – we shall be entitled to take back the goods subject to retention of title at the customer’s expense or, if applicable, to demand assignment of the customer’s claims for return against third parties. The taking back or seizure of the goods subject to retention of title by us shall not constitute a withdrawal from the contract, unless the German Installment Purchase Act (Abzahlungsgesetz) applies. If goods subject to retention of title are installed by the customer as an essential component in the real estate of a third party, the customer hereby assigns the claims for payment arising against the third party or the party to whom it relates in the amount of the value of the goods subject to retention of title with all ancillary invoices, including those for the granting of a security mortgage with priority over the rest; we accept the assignment.
The seller of construction elements intended for installation in a building of a third party as essential components on the basis of the customer’s contract for work and services with the builder agrees that the company’s (buyer’s) claim under the law of obligations to the creation of a security mortgage (§ 648 BGB) shall pass to the seller on the basis of and with the assignment of claims agreed above in the value of the construction elements delivered. In order to assert these rights, the customer is obliged to inform us upon request whether and when the delivered construction elements have been installed. The customer is authorised to obtain the registration of a security mortgage himself, but is obliged to transfer these rights to us upon request (cf. § 1153,1154 Para.3, 873 BGB).
(4) Cash payments, bank transfers or cheque payments made against the sending of a bill of exchange issued by the customer and accepted by the seller shall only be deemed to be fulfilment in accordance with sentence 1 when the bill of exchange has been honoured by the drawee and the customer is thus released from liability for the bill of exchange. The agreed retention of title (without prejudice to further agreements) shall therefore remain in favour of the seller until the bill of exchange has been honoured. Insofar as the value of the securities to which we are entitled exceeds our total claims by more than 10%, we shall be obliged to retransfer them at the customer’s request, whereby the selection of the securities to be released shall be incumbent upon us.
§ 10 – Data protection and granting of rights of use and exploitation
(1) All parties involved are obliged to observe the applicable data protection regulations. The disclosure of contact data to third parties is only permitted within the scope of the applicable provisions.
(2) The use of customer data by B.T. innovation is necessary for the provision of agreed deliveries and services or for the evaluation of which services B.T. innovation can offer to the customer. The parties agree that this data is available to B.T. innovation for the maintenance, improvement or further development of the services, including the use of artificial intelligence. In this context, B.T. innovation is expressly permitted to use and exploit the data worldwide, for an unlimited period, irrevocably, non-exclusively, free of charge, sub-licensable and transferable, without restriction, or to have it used and exploited. B.T. innovation may make the data available to other companies of the BT Group and/or subcontractors of B.T. innovation only insofar as this is necessary for the services, their maintenance, improvement, further development or evaluation.
§ 11 – Place of jurisdiction
(1) If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Magdeburg. However, we are also entitled to bring an action at the general place of jurisdiction of the customer.
§ 12 – Applicable law
(1) These GTC and all legal relationships between us and the customer shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. legal systems, in particular the UN Convention on Contracts for the International Sale of Goods.
§ 13 – Severability clause
(1) If individual provisions of these General Terms and Conditions should be wholly or partially invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision which, to the extent legally possible, comes closest to the meaning and purpose of the invalid clause, taking into account the economic objective.