Terms and Conditions of Sale and Delivery

1st General

The contract comes into effect as soon as we have confirmed receipt of the order. The purchaser acknowledges the following conditions upon entering into a contractual relationship with us. Any provisions of the ordering party that are contrary to this shall become legally invalid in the event of the conclusion of a business relationship with us or acceptance of our deliveries and services, as we hereby expressly object to them.

If special individual agreements are made that deviate from our terms and conditions of sale, the remaining terms and conditions of sale shall remain unaffected.

We do not accept orders from outside the EU.

2. Deliveries and services

In the event of force majeure or unforeseen exceptional circumstances for which we are not responsible, the agreed delivery period shall be extended appropriately, in any case until the definitive elimination of the obstacle plus a reasonable start-up period, without us being liable for the delay and its consequences. In this case, we are also entitled to withdraw from the contract without the buyer being entitled to claim damages of any kind against us. The same applies if we incur higher or unreasonable costs in similar cases. In these cases, the ordering party is not entitled to delay us or claim damages.

We reserve the right to make changes to our products, series and models. We are entitled to deliver the product/series/model that best corresponds to or comes closest to the order.

3. Payments

Invoices are payable within 30 days of the date of issue net or within 14 days with a 2% discount. The timeliness of a payment depends on arrival at our premises, not on dispatch. Discount can only be deducted if no older bills are otherwise unpaid. These provisions also apply to partial deliveries.

The ordering party may only set off against counterclaims against us that have been recognised by us in writing or have been legally established, or assert retention due to due payments, never due to mere complaints of defects.

4. Retention of title

Until all our - including future - claims and ancillary claims arising from the business relationship with the purchaser have been settled in full and definitively (in the case of payment by cheque or bill of exchange until redemption), regardless of the legal basis, we reserve ownership of the goods delivered by us. The retention of title also remains in force if receivables are included in a current account, balances are deducted from this and recognised.

The purchaser may only resell our goods in the ordinary course of business. He hereby assigns to us any claims arising in this connection, including any guarantees, as security. He is entitled to collect the receivables on our behalf as long as he himself fulfils his obligations to us properly and no changes occur in his assessment of creditworthiness.

The ordering party must immediately pay the amounts received for the aforementioned claims to us. If our claim is not yet due, the ordering party must notify us of this and separate the amounts for us until the due date. The Purchaser is prohibited from transferring, pledging or otherwise encumbering our property with reservation of title. Nor is it entitled to make simple or global or general assignments, through which already arising or previously assigned claims that are subject to the extended retention of title would be recorded; if such assignments have already taken place, third-party creditors must be informed that these assignments do not apply to the sale of our reserved goods or with regard to our share in the new property.

If the invoice value of the security given to the Seller exceeds the total of the trade receivables including ancillary receivables (e.g. interest, costs, etc.) by more than 20%, we shall be obliged to release security at our discretion at the request of the Buyer or a third party affected by the excess security.

5. Material defects

Claims for material defects expire after 24 months. This does not apply insofar as the law in accordance with Sections 438 I No. 2 (buildings and items for buildings), 479 I (right of recourse) and Section 634 an I No. 2 (building defects) of the German Civil Code (BGB) prescribe longer periods. The statutory provisions on inhibition of expiry, inhibition and restart of the periods remain unaffected.

Claims for defects do not exist in the event of only insignificant deviation from the agreed condition, in the event of only insignificant impairment of usability, in the event of natural wear and tear or damage that arises after the transfer of risk as a result of faulty or negligent handling, excessive stress, unsuitable operating equipment, defective construction work, unsuitable construction ground or that arises due to special external influences.

If modifications or repair work are improperly carried out by the Purchaser or by third parties, no claims for defects shall be made for these or the consequences thereof.

Claims by the Purchaser for the expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the object of delivery was subsequently moved to a location other than the Purchaser’s office, unless the transfer corresponds to its intended use.

Defects in the delivered item, including the associated accessories, shall be rectified by us within the legally prescribed period of 2 years from delivery after a corresponding notification of defects by the purchaser. This shall be done at the Purchaser’s discretion by means of free repair or replacement delivery. In the event of replacement delivery, the Purchaser is obliged to return the defective item.

Obvious defects must be reported to us in writing within 2 weeks of delivery.

Defects that only become apparent later must be reported to us within 2 weeks of the purchaser’s discovery. If the defect cannot be rectified within a reasonable period of time or if the rectification or replacement delivery is to be regarded as unsuccessful for other reasons, the Purchaser may, at its option, demand a reduction in the remuneration (reduction) or withdraw from the contract. We shall only be deemed to have failed the rectification if we have been given sufficient opportunity for rectification or replacement delivery without achieving the desired result, if the rectification or replacement performance is possible, if it is refused or unreasonably delayed by us, if there are reasonable doubts as to the prospects of success or if there is an unreasonable reason for this.

We exclude our liability for slight negligent breaches of duty, insofar as these do not relate to essential contractual obligations, damage resulting from injury to life, body or health or guarantees or are affected by claims under the Product Liability Act. The same shall apply to any breach of duty by our vicarious agents. However, our liability for the breach of essential contractual obligations is limited to the foreseeable damage typical of the contract, unless there is intent or gross negligence or liability is due to injury to life, limb or health.

A change in the burden of proof to the detriment of the Purchaser is not associated with the above provisions.

Insofar as the Purchaser is entitled to claims for damages in accordance with this provision, these shall lapse upon expiry of the limitation period applicable to claims for material defects.

In the event of claims for damages under the German Product Liability Act (Produkthaftungsgesetz), the statutory limitation periods apply.

6. Partial invalidity

The invalidity or absence of individual provisions shall not affect the remaining conditions. To the extent of the invalidity, the Parties shall make a legally binding replacement provision that comes as close as possible to the economic and legal sense and purpose of the invalid provision.

7. Applicable law

German law shall apply.

8. Dispute Resolution

At ec.europa.eu/consumers/odr/, the European Commission provides a platform for online dispute resolution in accordance with Art. 14 para. 1 EU Regulation 524/2013 ("ODR Regulation"). We will not participate in dispute resolution proceedings before a consumer arbitration board. We are also not obliged to do so.

KEUCO spare parts online shop

Oesestr. 36

58675 Hemer, Germany

Telephone: +49 2372 904-0

Fax: +49 2372 904-236