GENERAL TERMS AND CONDITIONS OF OELWERK. COM
PREAMBLE
The following General Terms and Conditions (GTC) regulate the contractual relations between Oelwerk GmbH (hereinafter referred to as Oelwerk) and the customer. Oelwerk sells oil mills and oil mill equipment to commercial customers.
1. GENERAL
1.1 All deliveries and trading transactions shall be made exclusively on the basis of these GTC. These are part of all contracts concluded by Oelwerk with its customers. They shall also apply to all future contracts with the customer, even if they have not been agreed upon separately again.
1.2 Terms and conditions of business of customers or third parties shall not apply, even if Oelwerk does not separately contradict to their validity in individual cases.
1.3 The customer assures by his registration that he is an entrepreneur in the sense of § 14 German Civil Code and the European legal regulations and the goods are used exclusively for business purposes.
1.4 Oelwerk reserves the right to amend these GTC in the event of unforeseeable changes which Oelwerk has not initiated and on which Oelwerk has no influence and by which the equivalence ratio existing at the time of the conclusion of the contract has been disturbed to a not insignificant extent, insofar as this is reasonable for the customer. The customers will be informed immediately about the changes. In this case, the customer will be sent the amended General Terms and Conditions of Business with emphasis on the amended passages. This can also be done by email. If the customer does not contradict to the amended terms and conditions within six weeks of notification, they shall be deemed to have been approved and shall also apply to existing contracts. The customer will be informed of this fact when informing him/her about the change.
2. OFFER AND CONTRACT CONCLUSION
2.1 All offers made by Oelwerk are subject to change and non-binding, unless they are expressly marked as binding. They are merely an invitation to the customer to submit an offer to Oelwerk. Information provided about dimensions, weights, technical data, etc. as well as illustrations, in particular on the Oelwerk Internet pages or in catalogues or on brochures, are also non-binding unless the usability in the contractually agreed purpose presupposes exact agreement. They do not represent a guarantee of quality, but merely serve the purpose of description or marking. Deviations customary in the trade and such deviations which are based on legal regulations or represent technical improvements are permissible insofar as they do not impair the usability for the contractually agreed purpose and are reasonable for the customer. The same applies to the replacement of components with at least equivalent technical components.
2.2 The contract is concluded as follows: The catalogue of goods shown on the website or in printed material does not constitute an offer in the legal sense. By placing an order via the online shop or by means of an order form, the customer declares his binding contractual offer. Input errors can be corrected before sending the order by using the usual keyboard and mouse functions. With a mouse click on the order button or by signing the order form, the customer submits a binding purchase offer. Upon receipt of the customer‘s offer by Oelwerk, the customer will receive an automatically generated e-mail listing the details of the order. This confirmation does not constitute an acceptance of the offer by the seller. An order placed by the customer is expressly accepted by sending a corresponding order confirmation or implied by the execution of the delivery or service.
2.3 Oelwerk reserves the right of ownership or copyright in all quotations and cost estimates submitted as well as in other documents made available to the customer, insofar as no transfer of ownership or transfer of corresponding rights has been agreed. The customer may not make these documents available to third parties, duplicate, disclose, or use them himself or through third parties without the consent of Oelwerk. The customer is obliged to hand over these documents to Oelwerk upon request and to destroy copies of them if they are no longer required within the scope of the business relationship.
2.4 The text of the contract is not saved by us.
3.3 PRICES AND PAYMENT
3.1 All prices are quoted in EUR ex works plus packaging, shipping, the statutory value added tax, for export deliveries plus customs duties as well as fees and other public charges. The shipping costs for other European countries can be found in the list of shipping costs in the delivery conditions.
3.2 If the delivery date is more than four months after conclusion of the contract, Oelwerk shall be entitled to increase the prices appropriately and to adjust the prices to changed price bases (material, wages, etc.). The prices valid on the day of delivery shall then apply.
3.3 Payment can be made either by Paypal or prepayment.
3.4 If you choose the payment method prepayment, we will inform you of our bank details in the order confirmation or subsequently. The invoice amount is to be transferred to our account within 5 days.
3.5 If you are in default of payment, the purchase price shall bear interest at a rate of 5% above the base interest rate during the delay. We reserve the right to prove and assert a higher damage caused by delay. Upon receipt of the second reminder, an additional fee of 7.50 EUR will be charged.
3.6 Any offsetting against payment claims of the customer or withholding of payments due to such claims shall only be permissible with undisputed or legally established claims.
3.7 If circumstances become known after conclusion of the contract that are likely to significantly reduce the creditworthiness of the customer and endanger the payment of outstanding claims from the respective contractual relationship, Oelwerk shall be entitled to provide the outstanding deliveries and services only against advance payment or provision of security.
4. PLACE OF PERFORMANCE, DELIVERY
4.1 Unless the parties specify otherwise, the place of performance for all obligations arising from the contractual relationship shall be Oelwerk‘s registered office.
4.2 The mode of dispatch and the packaging are subject to the due discretion of Oelwerk.
4.3 The risk shall pass to the customer upon handover of the delivery item to the freight forwarder, carrier or any other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or if the seller has undertaken other services (e. g. installation). If the dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer at the time when Oelwerk is ready for dispatch and has notified the customer accordingly.
4.4 Storage costs after transfer of risk shall be borne by the customer. If the storage is carried out by oelwerk GmbH, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per elapsed week. We reserve the right to assert and prove further or lower storage costs.
5 DELIVERY
5.1 Deliveries shall be made ex works (EXW) in accordance with Incoterms 2012, and it is expressly agreed that the delivery shall be made by a carrier selected and commissioned by the seller. It is expressly agreed that the transport company will only deliver to the curb. The delivery costs within Germany are free of charge for the customer.
5.2 Without prejudice to its rights arising from the customer‘s default, Oelwerk may demand an extension of the delivery and performance periods by the period in which the customer fails to comply with its contractual obligations.
5.3 Oelwerk shall not be liable for the impossibility of delivery or performance or for delays in delivery for which Oelwerk is not responsible, insofar as they have been caused by force majeure or other events not foreseeable at the time of the conclusion of the contract. If such events make the delivery or service substantially more difficult or impossible for Oelwerk or if the hindrance is not only temporary, Oelwerk is entitled to withdraw from the contract. In the case of hindrances of only temporary duration, the delivery or service periods shall be extended or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable start-up period.
5.4 Insofar as the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by making an immediate written declaration to Oelwerk.
5.5 Oelwerk is entitled to make partial deliveries, insofar as the customer does not incur considerable additional expenditure and/or additional costs, the partial delivery is usable for the customer within the scope of the contractual purpose of destination and the delivery of the remaining ordered goods is secured.
5.6 The customer is obliged to have any visible transport damage certified by the transport company immediately upon receipt in order to claim compensation claims from the transport company. Oelwerk is endeavoring to assist the customer in the handling of transport damages. Any damage that cannot be detected externally must be reported to the carrier by telephone and in writing. The customer is solely responsible for adherence to the time limit and handling of the transport damage. The customer is entitled to assert claims against the transport company under the freight contract in his own name as a consignee in accordance with § 421 HGB (German Commercial Code).
6. WARRANTY
6.1 The warranty period is 12 months from delivery.
6.2 The delivered items are supposed to be checked according to § 377 HGB (German Commercial Code) without delay after delivery by the customer or by a third party appointed by him. They shall be deemed to have been approved if Oelwerk has not received a written notice of defects with regard to obvious or other defects which were recognisable in an immediate and careful examination, immediately after reception of the delivery item or otherwise immediately after discovery of the defect or the time when the defect was recognisable to the customer with normal use of the delivery item without further examination.
6.3 At the request of Oelwerk, the object in question must be returned to Oelwerk freight paid. In the event of a justified complaint, Oelwerk will reimburse the costs of the most favourable shipping route. This does not apply if the costs increase because the item is in a place other than the place of intended use.
6.4 In the event of material defects, Oelwerk shall be obliged and entitled to subsequent performance at its option, first and foremost, to remedy the defect or to make a replacement delivery. Subsequent performance shall be deemed to have failed after the second unsuccessful attempt. In the event of failure, impossibility, unreasonableness, refusal or undue delay in rectification of defects or replacement, the customer may withdraw from the contract or reduce the purchase price accordingly. If it turns out that the complaint is unjustified during a check of the goods, we are entitled to charge a customary fee for the examination of the goods as well as the costs for shipping.
6.5 The warranty claim is void if the customer changes the object of purchase without the express consent of Oelwerk or has it changed by a third party and the remedy of defects is made impossible or unreasonably difficult as a result. In any case, the customer shall bear the additional costs of rectifying the defects caused by the changes.
6.6 Any necessary connection to the supply lines (electricity, water, steam, waste water, hot water, gas, etc.) is to be arranged by the buyer at his own expense and may only be carried out by licensed local electricians or plumbers. If a defect is due to improper installation, the warranty claim against Oelwerk is void.
6.7 The delivery of used items shall be made under exclusion of any warranty.
6.8 If the manufacturer of the delivery item grants a longer warranty period or a guarantee, we shall assign our rights from this to the customer/buyer upon purchase.
6.9 Clause 7 of this contract applies in all other respects.
7. LIABILITY
7.1 Liability for damages arising from legal assets other than life, body or health is excluded, unless the damages are based on intentional or grossly negligent conduct of Oelwerk, one of its legal representatives or one of its vicarious agents and the conduct is also a violation of essential contractual obligations. Essential contractual obligations are such obligations, which make the proper execution of the contract possible in the first place and on whose observance the user may regularly rely.
7.2 In any case, the user is also obliged to limit damage. This includes the timely notification of damages within the scope of further damage minimization.
7.3 If Oelwerk is liable for the loss of data deposited by the customer on the website, Oelwerk shall only be liable to the extent that the customer has taken all necessary and reasonable data security precautions and has ensured that the data can be reconstructed with reasonable effort from data material which is provided in machine-readable form.
7.4 The aforementioned exclusions and limitations of liability shall also not apply in the event that Oelwerk expressly warrants the acceptance of such warranties or in the event of claims due to lack of warranted properties or claims arising from the Product Liability Act.
8. PROPERTY RESERVATION
8.1 The goods delivered by Oelwerk to the customer shall remain the property of Oelwerk until all secured claims have been paid in full. The goods as well as the goods which take their place under this clause and which are subject to retention of title shall be referred to as reserved goods in the following.
8.2 The customer shall store the reserved goods free of charge for Oelwerk.
8.3 The customer is entitled to process and sell the reserved goods in the ordinary course of business until the event of realisation occurs. Pledging and assignments as security are not permitted.
8.4 If the reserved goods are processed by the customer, processing takes place in the name and for the account of Oelwerk. Oelwerk acquires the property directly or - if the processing is made from products of several owners or the value of the processed goods is higher than the value of the reserved goods - the co - ownership (fractional ownership) of the newly created thing in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of property should take place at Oelwerk, the customer is already transferring his future property - or in the above-mentioned relationship - co-ownership of the newly created item for safety to Oelwerk. If the goods subject to retention of title are combined or inseparably mixed with other items to form a single item and if one of the items is to be regarded as the main item, Oelwerk shall, insofar as the main item belongs to it, assign to the customer pro rata co-ownership of the single item in the ratio specified in sentence1.
8.5 In the event of the resale of the goods subject to retention of title, the customer hereby assigns to Oelwerk the claim against the purchaser arising from this - in the case of co-ownership by Oelwerk of the goods subject to retention of title pro rata to the co-ownership share - as security. The same shall apply to other claims which take the place of the goods subject to retention of title or which arise in any other way with regard to the goods subject to retention of title, such as insurance claims or claims arising from tort in the event of loss or destruction. Oelwerk authorizes the customer revocably to collect the claims assigned to Oelwerk in its own name for the account of Oelwerk. Oelwerk may only revoke this direct debit authorisation in the event of exploitation.
8.6 If third parties access the goods subject to retention of title, in particular by seizure, the customer shall inform them immediately of Oelwerk‘s ownership and inform Oelwerk thereof in order to enable it to enforce its ownership rights. If the third party is not in a position to reimburse Oelwerk for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable to Oelwerk for this.
8.7 Oelwerk shall release the goods subject to retention of title as well as the items or claims replacing them at its discretion on request, if their value exceeds the value of the secured claims by more than 10%.
8.8 If Oelwerk withdraws from the contract in the event of a breach of contract by the customer - in particular default of payment - (utilisation case), Oelwerk shall be entitled to demand the return of the reserved goods.
9. CLAIMS FOR DAMAGES
9.1 If Oelwerk explicitly consents to the cancellation of a bindingly placed order, the customer shall pay 30 % of the order amount, even if Oelwerk does not expressly repeat this at the time of cancellation. The same applies if the customer does not fulfil the contract and in case of withdrawal. If the delivery item has already been delivered, the lump sum shall be increased by the costs of transport and the costs of reconditioning. The assertion of higher damages is not excluded. The customer is entitled to prove that Oelwerk has suffered less damage.
10. FINAL PROVISIONS
10.1 The legal relations between the customer and Oelwerk are subject exclusively to the law of the Federal Republic of Germany, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods. In addition, the Incoterms 2012 of the Paris International Chamber of Commerce apply.
10.2 Oelwerk may designate the customer as a reference customer after conclusion of the contract. Oelwerk has the right to use the customer name as a reference for advertising purposes. This also applies to advertising on the Internet. Press releases also require the text to be agreed upon.
10.3 The place of performance and exclusive place of jurisdiction for all disputes arising from the business relationship between Oelwerk and the customer is Cottbus.
10.4 Should individual provisions of these GTC be or become invalid, the validity of the remaining GTC shall not be affected.
The ineffective regulation is replaced by the relevant legal regulation. If the customer has no
place of jurisdiction in Germany or any other EU member state, our place of business is the place of jurisdiction
for all disputes arising from this contract.
Platform of the European Commission for online dispute resolution: www.ec.europa.eu/consumers/odr