The following terms and conditions shall exclusively govern all our business operations, even if the Customer has stipulated other terms and conditions. They shall be deemed accepted if they are not objected to promptly after receipt of the order confirmation. Amendments or supplements made by telephone or verbally require our written confirmation to be effective. With the introduction of these terms of sale, the previously valid terms and conditions shall become invalid.
Offers are subject to change until we confirm the order in writing.
Prices are in EUR ex works, excluding packaging, shipping costs and insurance as well as VAT, customs duties and customs clearance costs. For orders according to the price list, the prices valid on the day of delivery will be charged according to the latest price list. Packaging will be charged at cost price.
Surcharge for small quantities
A surcharge for small quantities per delivery, in the amount of a flat fee:
amounting to EUR 15.- for goods value under EUR 25.-
EUR 8.- for goods value under EUR 50.-,
will be charged additionally for administrative costs for small orders.
Descriptions of quality – Technical changes
Descriptions of our products are merely descriptions of quality and in no way constitute a guarantee for the characteristics of the goods. Technical changes to our products that increase or maintain their value are permitted at any time and without prior notice.
Clarification of all technical queries is a prerequisite for commencement of the delivery period specified by us. Unless otherwise agreed, delivery times stated by us are non-binding.
If we are in default of delivery for reasons for which we are responsible, the liability for damages for losses which are the direct consequence of the delayed delivery shall be limited to the amount of the foreseeable damages.
If, after we are already in default of delivery, the Customer sets us a reasonable period of grace, they shall then be entitled to withdraw from the Agreement should this period of grace expire fruitlessly. If a reasonable period of grace has expired fruitlessly, the Customer is obliged to declare within two weeks of the expiry of the period of grace whether they withdraw from the Agreement or continue to insist on performance.
Insofar as we are also liable for damages in lieu of performance, claims in the case of ordinary negligence shall be limited to the amount of the foreseeable damages.
In the event of ordinary negligence, we shall never be liable for consequential damages of delayed or failed performance, in particular for a loss of profit on the part of the Customer or other production downtime costs. Compliance with our delivery obligation also assumes timely and proper fulfilment of the Customer’s obligations.
If the Customer is in default of acceptance or violates other obligations to cooperate with us, we shall be entitled to demand compensation for damages that we incur, including any additional expenses. In this case, the risk of accidental loss or deterioration of the object purchased transfers to the Customer on the date on which the Customer becomes in default of acceptance.
In the case of custom-made designs, delivery of more or less that 10% of the order quantity is possible; in this case, the actual delivery quantity will be charged.
Shipment shall always be at the risk and expense of the Customer, unless otherwise expressly agreed in writing. If no shipping instructions are given, the transport route which appears most convenient will be chosen. However, all shipments from KIPP are insured for transport in the interest of the Customer. The costs of transport insurance shall be invoiced separately to the Customer. In the event of damage, the Customer shall be entitled to the rights arising from the existing insurance. Upon request, KIPP will send the Customer the insurance conditions of each shipment.
Domestic: shipment is ex works, excluding packaging, insured Abroad: shipment is ex works, excluding packaging, insured (Incoterms 2000)
Prices – Terms of payment – Default
Unless otherwise stated in the order confirmation, our prices are “ex works” excluding packaging; this will be invoiced separately. Statutory value-added tax is not included in our prices; this shall be shown separately on the invoice in the legally applicable amount on the invoicing date.
Discounts require special written agreement.
Unless otherwise provided for in our order confirmation, the net purchase price (with no deductions) is due immediately. If we receive payment within 10 days of the invoice date, the Customer is entitled to a 2% discount. The Customer shall be in default if they do not settle due payments within thirty days after receipt of an invoice or equivalent requests for payment. We reserve the right to have default occur at an earlier point in time by issuing a reminder which is received after the due date. In deviation from sentences 1 and 2, the Customer shall be in default if they have agreed that the purchase price is to be paid by a date that has been fixed or can be determined in the calendar and the Customer fails to make the payment by that date at the latest.
If the Customer is in default of payment, we shall be entitled to demand interest on arrears in the amount of 9% above the applicable base interest rate p.a. If we are able to prove higher damages caused by the delay, we are entitled to claim this. The Customer shall only have a right of set-off where its counter-claims have been legally established, are undisputed or are acknowledged by us. Furthermore, the Customer is only entitled to exercise the right of retention if the counter-claim pertains to the same contractual relationship.
Transfer of risk
Unless otherwise provided for in the confirmation of order, delivery is agreed to be “ex works”. The risk shall pass to the Customer when the delivery item has left the factory, even if partial deliveries are made or we have taken on other services, e.g. the shipping costs or delivery and installation. Insofar as an acceptance inspection is to be carried out, it determines whether transfer of risk occurs. The inspection is to be carried out immediately on the acceptance date, alternatively immediately after our notification of readiness. The Customer may not refuse acceptance due to the presence of a minor defect. If dispatch or acceptance of the goods is delayed or does not occur as a result of circumstances for which we are not responsible, the risk shall be transferred to the Customer from the date of notification of readiness for delivery or acceptance.
Partial deliveries shall be permitted if they are reasonable for the Customer. Where requested by the Customer, we shall cover the delivery by transport insurance; the Customer shall bear the costs incurred herefor.
Retention of title
We retain title to the object purchased by the Customer until receipt of all payments arising from the business relationship with the Customer. If the Customer acts contrary to contractual agreements, in particular in the event of default in payment, we shall be entitled to take back the object purchased by the Customer; if we take back the object purchased, this shall not constitute withdrawal from the Agreement unless we have expressly declared this in writing. Seizure by us of the object purchased always constitutes withdrawal from the Agreement.
We are entitled to dispose of the object purchased after take-back, crediting the proceeds from disposal to the liabilities of the Customer – less reasonable disposal costs. In the event of seizure or other action by third parties, the Customer must inform us immediately in writing, so that we can bring a complaint under Section 771 of the German Code of Civil Procedure (Zivilprozessordnung, ZPO). Where the third party is not able to pay the judicial and extra-judicial costs of such a complaint or other costs necessary for prosecution, the Customer shall be liable for the resultant loss incurred. The Customer is entitled to resell the object purchased in the ordinary course of business; the Customer shall, however, assign to us all claims which accrue to it from the resale against its customers or third parties, in the amount of the final invoiced amount (including VAT), regardless of whether the object purchased is resold without or after processing. The Customer is entitled to collect the assigned claims even after assignment. Our power to collect the claims remains unaffected thereby. We undertake, however, not to collect the claim, so long as the Customer meets their payment obligations from the proceeds collected, does not enter into default of payment and, in particular, is not the subject of an application for the initiation of bankruptcy or insolvency proceedings and has not suspended payments. Nonetheless, where this is the case, we can require the Customer to notify us of the assigned receivables and the relevant debtors and to provide us with all necessary information to collect the receivables and with the accompanying documents. Processing or modification of the object purchased by the Customer is always undertaken on our behalf. If the object purchased is processed with other goods that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods purchased to that of the other items processed at the time of processing. The same provisions shall apply to the object resulting from such processing as to the good(s) purchased and delivered under reservation of title.
We undertake to release securities available to us, upon the Customer’s request, when the value of our securities exceeds the value of the receivables being secured by more than 20%; we are entitled to choose which securities to release.
Warranty for defects – Warranty period
The Customer’s warranty rights presuppose that the Customer has duly fulfilled their obligations to inspect and submit complaints in relation to defects in accordance with Section 377 of the German Commercial Code (Handelsgesetzbuch, HGB). Insofar as there is a defect in the goods purchased for which we are responsible, we shall be entitled to choose between rectification of the defect or delivery of a defect-free item.
If we are not prepared to remedy the defect or not in a position to do so or to make a replacement delivery, in particular if this is delayed beyond reasonable periods for reasons for which we are responsible, or if the remedy of the defect or replacement delivery fails in any other way, the Customer shall be entitled, at their discretion, to withdraw from the Agreement or to demand a corresponding reduction in the purchase price. If a reasonable period of grace has expired fruitlessly, the Customer is obliged to declare within two weeks of the expiry of the period of grace whether they withdraw from the Agreement or continue to insist on performance.
Unless otherwise stated below, any further claims of the Customer – regardless of the legal grounds – are excluded. We shall therefore not be liable for damages that have not occurred to the delivery item itself; in particular, we shall not be liable for loss of profit or other financial losses incurred by the Customer. Insofar as liability for such damage does exist, claims for damages shall be limited to the amount of the foreseeable damages.
The above exclusion of liability shall not apply if the cause of the damage is based on intent or gross negligence. Furthermore, it shall not apply if we have assumed a guarantee for a specific characteristic of the item and this characteristic is missing. If we negligently breach a material contractual obligation, our liability shall be limited to the foreseeable damages. Insofar as claims are asserted due to damages covered by our public liability or product liability insurance, our obligation to pay compensation shall be limited to the compensation provided by this insurance.
The warranty period shall be 2 years, calculated from delivery of the products. This period is a limitation period and also applies to claims for compensation for consequential harm caused by a defect, insofar as no claims in tort are asserted.
Return of goods
The return of goods is excluded unless otherwise expressly agreed. Returns can only be accepted with an original copy of the delivery note. For returns for which we are not responsible (e.g. wrong order), we charge an administrative fee of 10% and no less than EUR 25.-.
We are entitled to the exclusive copyright on the illustrations and drawings contained in our catalogues and brochures as well as on samples and other documents. They may not be further utilised without our permission.
Each of our business partners agrees that their personal data may be processed by us for business purposes with the aid of EDP in accordance with the provisions of the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG).
German law shall apply exclusively to all contractual relations with the Customer.
Place of performance – Place of jurisdiction
The place of performance for deliveries and payments is Sulz/Holzhausen, the place of jurisdiction for both parties is Rottweil.