Our General Terms of Business
Terms of Business
miniJOULE GmbH & Co. KG – General Terms of Sale
§1 Scope of validity
(1) We submit offers and deliver goods and services as based exclusively on these Terms of Sale. These terms are an integral part of every agreement we enter into with our customers (hereinafter referred to as the Customer or Buyer) on the goods that we provide for sale.
(2) Our sales staff members are not authorised to conclude any additional oral agreements to the Agreement with Customers as would deviate from the terms in this order form or these General Terms of Sale.
§2 Offer and contract conclusion
(1) Any offers contained in brochures, advertisements or other commercial materials are non-binding and subject to alteration. Our services are based on the enclosed General Specifications that carry a complete and detailed description of the object of sale.
(2) The Customer shall be bound to an order that the Customer has signed and that we have not yet accepted for a period of fourteen days. We shall be entitled to accept this order within this period. The time at which our acceptance is received by the Customer shall decide on whether or not this period has expired. The delivery of goods ordered shall also be taken as acceptance of the order.
§3 Prices and payment
(1) Prices include statutory VAT.
(2) Unless otherwise expressly agreed in writing, our prices shall apply on collection from our warehouse, including packaging.
(3) Payments may only be made on our business premises or by payment to the bank account stated by us. Technical staff, drivers and field service employees are not entitled to receive payment on our behalf.
(4) Payment by cheque shall only be accepted as payment once the cheque has been redeemed.
(5) The Customer may only deduct counterclaims from payment where such counterclaims are not contested by us or have been confirmed by litigation. The Customer shall be entitled to reservation of payment due to counterclaims from the same contractual relationship.
§4 Delivery terms and period
(1) Unless a certain period of delivery or deadline has been agreed in writing, our services and deliveries shall be carried out as fast as possible, or within a period of ten days at the latest.
(2) If we should not comply with an agreed delivery deadline, the Customer shall set a reasonable period for delivery of at least two weeks.
(3) We shall not entertain any procurement risk. We shall be entitled to withdraw from an agreement in cases where we cannot procure goods for delivery despite a previous agreement to this effect; this shall not affect our responsibility as the Seller for intent or negligence. We will immediately inform the Customer of any hindrance to delivering the goods on time, and immediately exercise the right to withdrawal from an agreement should the customer so wish; we shall immediately reimburse the Customer for any payments already made if the Customer should withdraw from the agreement.
(1) miniJOULE dispatches the goods following receipt in full of the payment from the customer. The delivery period is approx. 1 week from receipt of payment.
(2) Any shipping costs shall be charged to the Customer's account, including any costs for transport insurance that we have concluded.
(3) The risk shall be transferred to the customer once the goods have been transferred to the carrier, haulier or any other party charged with the delivery of the goods at the latest as determined by beginning of the loading process.
(4) We shall entertain no responsibility for material faults in goods supplied by third parties and shipped to the Customer without alteration; this shall not affect liability arising from intent or negligence.
§6 Guarantee and liability
(1) The Customer shall advise us in writing of any obvious material or legal faults in the goods within fourteen days of receipt. Notification of complaint within this period shall suffice. The Customer shall describe the fault in as much detail as possible.
(2) We shall be liable for cases of intent or gross negligence according to statutory regulations. This shall also apply to any actions taken by representatives or vicarious agents. Otherwise, we shall only carry responsibility according to the regulations of the Produkthaftungsgesetz (German Product Liability Act), due to injury to life and limb, or due to culpable breach of major contractual obligations. Claims to damages arising from breach of major contractual obligations shall be limited to those typical of and predictable for the agreement unless any other case of liability as described in (1) or (2) should also apply.
(3) The terms in paragraph (2) above shall apply to all claims to damages, especially for compensation in addition to specific performance and compensation in lieu of specific performance for whichever statutory reason – especially faults, breach of obligation arising from the business relationship or from tortious action. This shall also apply to compensation for wasted expenditure. However, paragraph (4) below shall determine liability arising from delay, and paragraph (5) shall determine liability arising from frustration.
(4) Statutory regulations shall apply to liability for delayed delivery due to negligence or gross negligence on our part or on the part of a representative or vicarious agents. Our liability for damages shall be limited to 3% on compensation with specific performance and 3% of the delivery value in lieu of specific performance in other cases of delayed delivery. We shall not entertain any claims from the Customer beyond the above. This shall also apply to any periods set by the Customer against the Seller for specific performance. The above disclaimer shall not apply to liability for injury to life and limb.
(5) In cases of frustration, the Customer shall be entitled to demand compensation for damages according to statutory regulations. However, the claims of the Customer shall be limited to three percent of the value of the part of the delivery that cannot be used due to frustration in compensation with or in lieu of specific performance or to compensate for wasted expenditure. We shall not entertain claims from the Customer arising from frustration beyond the above. The above disclaimer shall not apply to liability due to intent, gross negligence, or for injury to life and limb. This shall not affect the right of the Customer to withdraw from the agreement.
(6) The above terms shall not be construed to alter the burden of proof to the detriment of the Customer.
The Customer may only exercise statutory rights to withdraw from an agreement where the Seller is responsible for breach of obligation. Within a reasonable period of time after inquiry from the Seller, the Customer shall declare to the Seller whether the Customer intends to withdraw from the agreement due to the breach of obligation or insist on delivery. However, in cases of fault, the statutory regulations shall apply.
(1) Claims for whatever statutory reason shall be lodged within a period of a year unless a new object or object yet to be manufactured is the object of delivery.
(2) The limitations according to Paragraph (1) shall also apply to other claims for compensation against the Seller regardless of their statutory justification. This shall also apply unless these claims involve a fault.
(3) The above limitation shall apply on the following terms: (a) The limitation shall not apply in any case of intent or wilful failure to disclose a fault, or where the Seller has issued a guarantee for the quality of the goods. (b) The limitation shall not apply to claims for compensation arising from injury to life and limb, loss of liberty, or claims arising from German product liability law, or from gross negligence or culpable violation of major contractual obligations.
(4) The limitation period shall begin on the delivery of goods for all claims for compensation.
(5) Any terms referring to claims for liability shall also include claims for compensation for wasted expenditure.
(6) Unless expressly agreed otherwise, this shall not affect the statutory regulations on the beginning of the limitation period, exemption from limitation, the nature of exemption, or the setting of new limitation periods.
(7) The above terms shall not be construed to alter the burden of proof to the detriment of the Customer.
If the Customer opts for compensation in lieu of specific performance, remediation attempts shall not be regarded as failed until two unsuccessful attempts have been made. This shall not affect statutory regulations eliminating the obligation to set a period for remedy.
§10 Partial deliveries
Partial deliveries shall be permitted where the Customer can reasonably be expected to accept them.
§11 Reservation of title
(1) We reserve the right to retain ownership to the delivery goods until complete payment has been made. During the period of retention, the Customer may not sell or otherwise freely dispose of the goods (hereinafter referred to as the Retention Goods).
(2) If a third party should attempt to seize the Retention Goods – especially a bailiff – the Customer shall advise the third party concerned that the Retention Goods are under our ownership and immediately inform us for us to be able to exercise our rights of ownership.
(3) After withdrawing from the agreement, we shall be entitled to demand the return of the Retention Goods if the Customer should violate any of its contractual obligations, in particular by default on payment.
(1) German law shall apply to the business relationship between the two parties.
(2) Any omissions in these General Terms shall be filled by legally valid terms that most closely correspond to the business intent and purpose of the omitted terms by mutual agreement, had parties been aware of the omission at the time that the General Terms were drafted.
miniJOULE GmbH & Co. KG
Fon +49 4671 6074-600
Fax +49 4671 6074-619