Terms Conditions

Special terms and conditions of sale for the EURASPIEGEL® brand

§ 1 General – Scope of Application

1. The following terms and conditions apply to all contracts and additional agreements in connection with the sale and delivery of our EURASPIEGEL® brand products.
   Our terms and conditions apply exclusively; We do not recognise any terms and conditions of the customer that are contrary to or deviate from our terms and conditions, unless we have expressly agreed to their validity in writing.
   Our terms and conditions also apply if we carry out the delivery/service to the customer without reservation in knowledge of the customer’s terms and conditions that conflict with or deviate from our terms and conditions.
2. These terms and conditions only apply to those mentioned in § 310 (1) BGB.

 

§ 2 Offer – Offer Documents

1. Our offers are always subject to change. Orders only become binding for us when they are confirmed by us in writing. In the case of immediate delivery, the delivery note or the goods invoice shall also be deemed to be an order confirmation.
2. We reserve property rights, copyrights and other property rights to illustrations, drawings, calculations and other documents. This applies in particular to such written documents that are designated as “confidential”. Before they are passed on to third parties, the customer requires our express written consent.
3. Unless otherwise agreed, the documents belonging to the offer, such as illustrations, drawings, calculations, weight, consumption and dimensions, are only approximate if deviations are customary in the trade or for technical reasons and, in particular, are attributable to material properties and tolerances. This also applies to technical changes and improvements that do not change the external appearance or functionality. Unless otherwise agreed, samples and samples shall also only be regarded as approximate examples of quality, dimensions and colours, without specifying them in a binding manner.
4. In case of doubt, information in offers, product information and advertising material shall not be considered as a quality agreement or quality or durability guarantees, unless we expressly state this.
5. If the offer is prepared on the basis of documents from the customer, these documents are only binding if they are referred to in the offer.
6. If we have to perform according to drawings, models, samples or using parts provided by the customer, the customer is responsible for ensuring that this does not infringe the intellectual property rights of third parties. The customer indemnifies us against claims by third parties due to infringement of intellectual property rights and compensates us for the damage incurred as well as costs and expenses. The customer will do everything possible to ensure that the infringement of the intellectual property rights of third parties is eliminated immediately.
7. The customer’s requests for subsequent changes or cancellation of an order can only be considered on the basis of a special agreement and only as long as production or processing has not yet begun.

 

§ 3 Prices – Terms of Payment

1. Details about the pricing can be found in our offer or our price lists. The daily price valid on the day of delivery in euros (€) will be charged, unless expressly agreed otherwise in writing. Prices do not include packaging and other shipping costs.
2. All prices are net prices plus the respective statutory value added tax. The statutory value added tax will be shown separately in the invoice at the statutory rate on the day of invoicing.
3. For all glass and mirror products, the applicable energy cost surcharge (EKZ) is calculated separately on a net basis, with the exception of Switzerland.
4. If the delivery/service is not to take place until four (4) months after the conclusion of the contract or later, the contracting parties undertake to renegotiate the prices in the event of a change in a factor that is decisive for price formation.
5. Unless otherwise stated in the Order Confirmation, the purchase price is due for payment net (without deduction) within thirty (30) days from the date of invoice. The legal rules regarding the consequences of late payment apply.
6. Representatives and other persons in the field are not entitled to accept money without our written power of attorney. Payments to such persons are made by the Client at his own risk.
7. Payments in the so-called cheque-bill procedure always require a special agreement. Credits for bills of exchange and cheques are made minus the expenses with the value date of the day on which we can dispose of the equivalent value. Incidentally, cheques and bills of exchange are only accepted on account of performance and subject to return at any time.
8. If, after the conclusion of the contract, we become aware of facts which, according to due commercial judgement, lead to the conclusion that the purchase price claim is endangered by the customer’s lack of ability to pay, we are entitled to demand advance payment or corresponding securities from the customer, at the customer’s discretion, and to withdraw from the contract in the event of refusal.
9. In addition, we are entitled to withhold our performance as long as the customer does not fulfill his obligations to us under this or another contract or any other legal reason.
10. Receivables of the affiliated companies of the SCHOLLGLAS Group of Companies pursuant to Sections 15 et seq. of the German Stock Corporation Act (AktG) may be offset against all claims of the customer, regardless of the legal grounds, even if the receivables are due at different times.
11. The customer is only entitled to rights of set-off if his counterclaims have been legally established, are undisputed or acknowledged by us or are based on the same contractual relationship.
12. The customer is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. In all other respects, payments due to defects and other complaints may only be withheld to an appropriate extent.

 

§ 4 Delivery and performance time

1. The start of the delivery time specified by us requires the prior clarification of all (processing) technical questions, the receipt of materials to be provided by the customer, a down payment if any, as well as the submission of all necessary permits and approvals.
2. Delivery dates or deadlines are met as far as possible. Unless otherwise agreed, they are non-binding information. Our contractual obligations are also subject to our own proper and timely delivery by our upstream suppliers.
3. Partial services or partial deliveries are permissible to a reasonable extent for the customer and can be invoiced by us. We are also entitled to demand an appropriate amount of advance payments if our delivery/service is delayed beyond the agreed period through no fault of our own.
4. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. In the event of default of acceptance, the goods will be temporarily stored at a freight forwarder at the customer’s expense.
5. An execution or delivery period shall be extended appropriately – even during the delay – in the event of force majeure or any other unforeseen event for which we are not responsible, in particular operational disruptions, failures of production facilities, business interruptions due to a shortage of raw materials or energy, traffic disruptions or official interventions. This also applies if such an event occurs at our upstream suppliers or subcontractors. We inform the customer immediately of the beginning and end of such obstacles. If the delivery/service is delayed by more than one month due to the occurrence of force majeure or any other unforeseen event, both we and the customer are entitled to withdraw from the contract.

 

§ 5 Shipping – Transfer of Risk – Packaging

1. Unless otherwise stated in the order confirmation, delivery ex works has been agreed. When the goods are handed over to the carrier – regardless of who commissioned them – the risk passes to the customer. This also applies to partial and postage deliveries.
   In the case of delivery with our vehicles, the risk is transferred as soon as the goods are made available on the trolley at the contractually agreed delivery point. If, at the reasonable discretion of the supplier, the local conditions do not permit access to or parking at the agreed delivery point and/or if, at the reasonable discretion of the supplier, the access road is not passable or not without danger to the goods to be delivered, the handover and transfer of risk shall take place where a safe start-up and departure or parking of the vehicle is guaranteed. If the customer is not willing to receive the goods at this location, he is in default of acceptance. We expressly reserve the right to assert all additional costs and expenses that we incur as a result, in particular costs for repeated journeys.
   In order to avoid delays, in case of doubt, we ask you to consult in good time in advance of delivery.
2. The unloading of the delivered goods is the sole responsibility of the customer, unless otherwise agreed between the parties. If the customer does not have the personnel required for unloading and the necessary unloading equipment, we are entitled to charge for the waiting times. If the customer requests assistance with unloading, including by providing unloading equipment, we may, if this measure is feasible for us, charge the customer for this expense additionally. Notwithstanding this, there is no legal obligation on our part to assist with unloading. We are only liable for damage caused by our personnel during unloading, both to the delivered goods and to other legal interests, in the event of intentional or grossly negligent action. This shall not apply to the extent that the damage consists of injury to life, limb or health.
3. For delivery and calculation of the packaging, the respective price lists or special offers are decisive. In principle, the type of packaging is selected according to transport and production aspects. There is no right of return of packaging for the customer, disposable packaging becomes the property of the customer, unless otherwise agreed. If the packaging remains our property or that of the manufacturer, the co-delivery in any case establishes a
   right of reclaim or a claim for compensation at least in the amount of the stipulated deposit.

 

§ 6 Liability for defects

1. High quality, function and attractive design are the basic principles of our product development. No product leaves the factory without a careful final inspection. Each illuminated mirror is checked for functionality before packaging. All mirrors used comply with the European standard EN 1036 and are also produced in this field. Our high-quality illuminated mirrors comply with IP20 regulations, unless otherwise agreed. Due to the special characteristics of our products, the customer is also obliged to immediately and carefully inspect the products supplied by us. The inspection after delivery must always take place before use, processing, installation or resale. Defects must be reported in writing immediately, at the latest within 3 working days. In all other respects, Section 377 of the German Commercial Code (HGB) applies.
2. Deviations in dimensions, thicknesses, weights or colour tints caused by production do not constitute a defect, provided that the tolerances customary in the industry are not exceeded. This applies in particular in the event that the functional properties are not impaired.
3. Knowledge of the physical behavior and properties of our products in accordance with the respective state of the art is assumed on the part of the customer. We do not accept any liability for damage caused by improper or improper use, incorrect assembly, application, commissioning, alteration or repair, incorrect or negligent handling or natural wear and tear not carried out by us and/or without our consent.
4. We are not liable for failure to comply with our product data sheets, assembly instructions and the regulations for the storage and care of mirrors, which we are happy to provide on request and which can be viewed and downloaded from the Internet at www.euraspiegel.com or www.schollglas.com at any time in the current version, as well as for non-compliance with manufacturer guidelines and specifications from relevant test certificates.
5. The customer is obliged to give us the opportunity to determine the defect complained of on site or, at our request, to provide the complained object or sample thereof. In the event of transport or breakage, the goods must be left in the condition in which they were when the defect was detected. If any defects are only discovered during processing, the work must be stopped immediately and the unopened original containers that have not yet been processed must be secured. They are to be made available to us on request.
6. If there is evidence of a defect in the purchased item, the customer is entitled to demand subsequent performance in the form of remedy of defects or delivery of a new defect-free item. We are entitled to choose between the two possible forms of supplementary performance described.
7. If the supplementary performance fails three (3) times or is impossible, the customer is entitled to demand withdrawal or reduction at his discretion. In the case of minor defects, however, withdrawal is excluded.
8. Only the statutory provisions apply to the recall of the customer against us as a supplier.
9. The limitation period for claims for defects is twelve (12) months, calculated from the transfer of risk; the limitation periods of § 479 BGB, § 438 (1) no. 2 BGB and § 634a (1) no. 2 BGB remain unaffected.
10. The provisions of this paragraph shall not apply if we have fraudulently concealed a defect or have expressly assumed a guarantee of quality in writing. In these cases, the customer’s claims are governed by the statutory provisions.

 

§ 7 Guarantees

1. Warranty declarations from the manufacturers are passed on to the customer in full. In the case of such manufacturer’s warranties, our compensation for claims arising from such warranty declarations is limited to the extent to which the manufacturers are obliged to reimburse. Our own liability is not established either in terms of reason or amount
   . We can only assume a guarantee for technical information from third-party manufacturers if special agreement is made. This information, in particular also information about the services and usability of the delivered products, shall only be deemed to be a quality agreement if we expressly declare this in writing.

 

§ 8 Liability

1. In cases of contractual and non-contractual liability, regardless of the legal grounds, we will only pay damages or reimbursement of futile expenses in accordance with the following provisions. This does not involve a change in the burden of proof to the detriment of the customer.
   • We are only liable for direct damages; liability for indirect and consequential damages is excluded.
   • In the event of gross negligence or culpable breach of essential contractual obligations, liability is limited to the foreseeable, typically occurring damage. Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract in the first place and on
     whose compliance the customer regularly relies and may rely.
   • In the event of simple negligence, we are not liable, unless it is a violation of essential contractual obligations.
   • Any fault on the part of our representatives and vicarious agents is attributable to us. Insofar as liability for damages against us is excluded or limited, this also applies
     with regard to the personal liability of our employees, employees, representatives and vicarious agents.
   • The above limitations of liability do not apply to liability arising from intent, guaranteed characteristics, to claims of the customer under the Product Liability Act and in the event of injury to life, limb or health.
2. Claims for damages by our customer generally expire within twelve (12) months from the statutory start of the limitation period. However, if we, our legal representatives or vicarious agents are at fault for injuries to life, limb or health, the statutory limitation periods apply to the customer’s claims for damages. The same applies if we, our legal representatives or vicarious agents have acted intentionally or with gross negligence.

 

§ 9 Retention of Title

1. We reserve ownership of the purchased item until receipt of full payment of the purchase price. In the event of breach of contract by the customer, we are entitled to take back the purchased item after setting a reasonable period of time. All costs resulting from the return must be borne by the customer. The repossession or seizure of the purchased item by us constitutes a withdrawal from the contract. After taking back the purchased item, we are entitled to recycle it; the proceeds of the realisation are to be offset against the liabilities of the customer – less reasonable realisation costs.
2. The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure them at his own expense against fire, water and theft damage sufficiently at replacement value. If maintenance and inspection work is necessary, the customer must carry them out in good time at his own expense.
3. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs incurred in this context, the customer shall be liable for this.
4. The customer is entitled to resell the purchased item in the ordinary course of business; as a precautionary measure, he assigns to us all claims arising from the resale against his customers or third parties, regardless of whether the purchased item has been resold without or after processing, in the amount of the gross invoice amount of our claim; we hereby accept the assignment. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received and, in particular, no application for the opening of settlement, insolvency or comparable proceedings has been filed against him. If this is the case, we can demand that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.
5. We undertake to release the collateral to which we are entitled to the extent that the realizable value of our collateral exceeds the receivables to be secured by more than ten (10)%; the selection of the securities to be released is up to us.

 

§ 10 Assignment

The customer may assign his rights under this contract without our consent only to insurers and only to the extent that they pay for the damage claimed by the customer. Section 354a of the German Commercial Code remains unaffected.

 

§ 11 Data protection

We refer to our privacy policy, which you can view at www.euraspiegel.com or www.schollglas.com.

 

§ 12 Place of jurisdiction – place of performance

1. For all disputes arising from the contractual relationship, our place of jurisdiction is our place of business; however, we are entitled to sue the customer in his court of residence.
2. The law of the Federal Republic of Germany shall apply to the exclusion of its conflict of law provisions; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
3. Unless otherwise stated in the order confirmation, our place of performance is our place of performance.