The following Terms and Conditions apply to all deliveries, services and offers of PATURA KG (hereinafter referred to as Seller) unless otherwise agreed with the express approval of the management of PATURA KG. Thus, these Terms and Conditions apply to all future business, even if they are not explicitly agreed upon. Conflicting general Terms and Conditions of Customers are also then not part of the contract if an express objection by PATURA KG is omitted.
2. Conclusion of Contract :
All offers of PATURA KG are subject to change. This also applies to offers included in brochures, advertisements, etc. For special, worked out offers, PATURA KG commits itself for 30 calendar days. In orders, our reference number and description should be specified, where possible. Orders require written confirmation by PATURA KG. If the buyer does not insist on a confirmation, our invoice shall also constitute an order confirmation.
3. Description of Goods:
Dimensions, weight and performance data displayed in our catalogues are non-binding. The Seller assumes no guarantee that the goods you have ordered always look as displayed in the catalogues. Minor deviations in design, colour and features, as well as in the description of the values, remain reserved.
The figures shown for the purchase prices for goods refer to sales of goods at the head office of PATURA KG in Laudenbach. The prices include VAT. The offers made to merchants are net prices, where statutory value-added tax needs to be added. Costs for the delivery, installation and assembly of the ordered goods, especially the shipping costs (packaging, freight, postage, insurance) are billed separately.
Unless agreed otherwise by the parties, in the case of mail order purchases, the cheapest shipping method is chosen by PATURA KG. At the express request of the buyer, the goods are insured at a cost he must assume.
6. Transfer of risk:
If a purchase agreement between PATURA KG and any other business within the meaning of § 14 BGB is reached, the risk on the following passes to the business: In the case of pick-up: with handover of the goods. In the case of shipping: Upon delivery of the goods to person, company or institution in charge of shipping. In the case of delivery with installation or assembly: With completion of the assembly work at the businesses location. If a trial run has been agreed: After a successfully performed trial run. The trial run must be carried out by the Customer immediately after installation or assembly of the goods ordered. If a purchase agreement between PATURA KG and a consumer within the meaning of § 13 BGB is concluded, then the risk of accidental loss and accidental deterioration passes to the Consumer upon delivery of the goods sold. Otherwise, the risk regarding the sold good passes to the Customer only if acceptance of delivery is delayed.
7. Defects and Warranty:
Warranty claims of the Customer assume that he has properly complied with his obligation of inspection and notification under § 377 HGB.
Insofar as a defect in the item exists, the Customer is entitled to subsequent performance at his discretion, either by remedy of the defect or by supply of new, defect-free goods. In the case of remedy of defect or replacement, PATURA KG is obliged to bear all the costs for the subsequent performance, in particular transport, travel, labour and material costs, provided these are not increased by the fact that the goods are transported to a place other than the place of performance. If subsequent performance fails, the Customer is entitled at his own choice to withdraw or demand reduction. The company PATURA KG is liable under the law if the Customer claims damages based on intent or gross negligence, including intent or gross negligence of our representatives or agents. Unless we are charged with wilful infringement, the liability for damages is restricted to foreseeable, typically occurring damage. PATURA KG is liable under the law if guilty of violating a major contractual obligation; even in this case, however, the liability for damages is restricted to the foreseeable, typically occurring damage. The liability for culpable injury to life, limb or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act. Unless stipulated otherwise above, liability is excluded. The statute of limitations concerning claims for defects is 12 months from transfer of risk. The limitation period in case of delivery regress in accordance with §§ 478, 479 BGB remains unaffected; it is five years from delivery of defective goods.
8. General Liability:
Further liability for damages as provided in section 7, is - regardless of the nature of the asserted claim - excluded. This is particularly true for claims based on faults upon contract conclusion, other breaches of duty or tort claims for property damage pursuant to § 823 BGB. This limitation also applies if instead of a claim for damages the client requests compensation for useless expenses rather than performance of the services.
Insofar as the damage compensation liability of PATURA KG is excluded or restricted, this also applies to the personal liability of employees, representatives and agents of PATURA KG.
Delivery is executed against commercial invoice upon payment terms agreed. The allowance of a cash discount shall cease, however, if the Customer is overdue in the settlement of an earlier invoice from PATURA KG.
We also accept an approval (mandate) to execute the SEPA Direct Debit and SEPA Business to Business Debit. For Direct Debits executed 10 days from receipt of invoice, the Customer is granted a cash discount of 3%. Delay of Pre-Notification is reduced on 3 days. The Customer assures sufficient cover of the account. The Customer shall be responsible for all costs for non-transfer of the amount or back transfer, caused beyond its control.
The Seller expressly reserves the right to reject checks or bills of exchange. Acceptance is always in lieu of payment. Discount and bill charges shall be borne by the Customer and are due immediately. Under waiver of §§ 366, 367 BGB and notwithstanding any provision of the Customer, PATURA KG determines which claims are settled by the payment of the Customer. If the Customer does not pay the invoice despite the due date and grace period, PATURA KG is entitled to demand for each reminder 2.50 EUR as well as default interest at the rate calculated by commercial banks for overdrafts plus the legally applicable VAT. Interest shall only be set lower if the Customer can prove lower costs. Counter-claims against PATURA KG may only be offset by the Customer if his counter-claims are legally established, undisputed or acknowledged by the company PATURA KG. He is also entitled to exercise his right to retention insofar as the counter-claim is based on the same contractual relationship.
10. Retention of title:
PATURA KG retains the title to the goods until all payments from the supply contract have been made. In case of breach of contract by the Customer, especially in case of default, PATURA KG is entitled to take back the goods. The taking back of the goods by PATURA KG constitutes a withdrawal from the contract. PATURA KG is entitled to dispose of the goods after taking them back, the sale proceeds will be deducted from the Customer’s payables - minus reasonable costs. The Customer is obliged to handle the goods with due care, he is obliged, in particular, to sufficiently insure them on a replacement value basis and at his own cost against fire, water damage and theft. If maintenance and inspection work is required, the Customer must perform this in time and at his own expense. In case of seizure or other interventions from third parties, the Customer shall notify PATURA KG in writing so that PATURA KG can take action pursuant § 771 ZPO. If the third party is not in a position to reimburse PATURA KG for the judicial and extrajudicial costs of a lawsuit acc. § 771 ZPO, the Customer is liable for losses incurred by PATURA KG. The Customer is entitled to resell the goods in the ordinary course of business, he already now assigns PATURA KG all claims in the amount of the final invoice amount (including VAT), which he is entitled to from resale against his customers or third parties, and this independent of the fact whether the purchased goods were resold without or after processing. The Customer is entitled to collect this claim even after the assignment. The authority of PATURA KG to collect the claim themselves remains unaffected by this. PATURA KG undertakes, however, not to collect the debt as long as the Customer complies with his payment obligations from the collected proceeds, is not in default of payment and no petition for opening of insolvency or bankruptcy proceedings or suspended payments exist. But if this is the case, PATURA KG can require the Customer to make known the assigned claims and their debtors, provide all the necessary details for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. The processing or transformation of the goods by the Customer is always done for PATURA KG. If the goods are processed with other goods that do not belong to PATURA KG, PATURA KG shall acquire co-ownership of the new goods in proportion to the value of the purchased goods (final invoice amount including VAT) to the other processed items at the time of processing. As for the rest, the same shall apply to the item arising due to processing as to the object of sale delivered under reserve. If the goods are mixed inseparably with other goods that do not belong to PATURA KG, then PATURA KG shall obtain co-ownership of the new item in relation to the value of our item (purchase price plus VAT) to the other processed items at the time of mixing. If the mixing takes place in such a manner that the item of the Customer is to be viewed as the main thing, it is agreed upon that the Customer transfers ownership to PATURA KG proportionately. The Customer shall hold the sole or joint ownership for PATURA KG. The Customer also assigns to PATURA KG the receivables for securing PATURA KG’s claims against him, which are created against a third party by the combination of the purchased goods with real property. PATURA KG undertakes, on the request of the Customer, to release any securities to which it is entitled insofar as the realisable value of such securities exceeds the value of its claims by more than 10 %, whereby the choice of securities to be released shall lie with PATURA KG.
11. Performance, jurisdiction, applicable law:
Performance and exclusive jurisdiction for deliveries and payments and for all disputes arising between the parties is, if the customer is an entrepreneur within the meaning of § 14 BGB, the head office of PATURA KG. The contractual relationship of the parties is governed exclusively by German law. International law, in particular the UNCITRAL Model Law on Procurement of Goods dated 11.04.1980 shall not apply.
12. Final provisions:
If any provision of these Terms and Conditions or any provision in any other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. Further agreements, amendments or ancillary agreements have not been made. Verbal commitments will not be made.