General Terms and Conditions

Scope, subject matter and conclusion of the respective contract

The following terms and conditions conclusively regulate the contractual relationship between recalm GmbH, Harburger Schloßstraße 6-12, 21079 Hamburg, hereinafter referred to as “Seller”, and the respective Buyer.

These General Terms and Conditions apply exclusively in connection with the sale of goods and services. Conflicting or deviating terms and conditions of the buyer are not recognized, unless the seller has expressly agreed to them in individual cases.

They only apply to entrepreneurs. An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when placing an order. The seller is entitled, but not obliged, to demand proof of the buyer’s commercial activity.

The subject of the respective contract is the sale of goods and/or the provision of services by the Seller to the Buyer in accordance with the specification in the respective offer.

The Buyer may place an order for goods and/or commission a service via the Seller’s website, by telephone or by email. After sending the order, the buyer receives an order confirmation in which his data and his order are listed again. This order confirmation does not constitute acceptance of the contract. The buyer is bound to his offer for 2 weeks. An effective purchase contract is only concluded upon written declaration of acceptance or upon delivery of the goods.

All prices quoted are net euro prices plus the applicable statutory VAT.

Processing of the purchase contract, shipping costs

Payment of the purchase price is due immediately upon conclusion of the purchase contract. The seller reserves the right to exclude certain payment options for deliveries abroad, for initial orders or for other reasons. In the case of the provision of services, the due date shall be based on the respective individual agreement or – unless otherwise agreed – on the statutory provisions.

Deliveries shall be made without delay in accordance with the contract, subject to availability. Partial deliveries are permissible insofar as they are reasonable for the buyer. Delivery times are non-binding unless they have been expressly guaranteed by the seller.

The Seller is entitled to withdraw from the contract if he does not receive the object of performance despite the prior conclusion of a corresponding purchase contract; the Seller’s liability for intent or negligence remains unaffected. In this case, the Seller shall immediately inform the Buyer of the non-availability and immediately refund any consideration already paid. In this case, the seller reserves the right to offer goods of an equivalent price and quality with the aim of concluding a new contract for the purchase of goods of the same price and quality.

If the seller is unable to meet deadlines due to force majeure, e.g. pandemics, epidemics, mobilization, war, strikes, riots or similar, these shall be extended accordingly.

Obligations for service contracts

Any obligations of the Buyer to cooperate arise from the respective contract and/or the Seller’s offer as well as these General Terms and Conditions. The Buyer shall in any case be obliged to actively cooperate.

The Seller’s obligations arise from the respective contract and/or the Seller’s offer as well as these General Terms and Conditions. The Seller does not owe the Buyer the desired success/customer objective of the commissioned services.

Processes or events that occur after the completion of work steps or the order itself do not oblige the Seller to update the knowledge already gained or to revise information passed on to the Buyer.

Warranty and liability

The following applies to the sale of goods:

The seller is generally liable for defects in the goods in accordance with the statutory provisions of the law on sales (§§ 434 ff. BGB).

The warranty period for the rights arising from § 437 No. 1 and No. 3 BGB for new items is one year from the start of the statutory limitation period, in deviation from § 438 Para. 1 No. 3 BGB. The warranty for used items is excluded.

The buyer is obliged to notify the seller in text form of any obvious defects within 14 days of receipt of the goods or discovery of the defect.

The Buyer shall inspect the ordered goods immediately after delivery, insofar as this is a mutual commercial transaction within the meaning of the German Commercial Code. This applies in particular with regard to the completeness of the goods and their respective functionality. The seller must be notified immediately of any defects that are discovered or are readily identifiable. A detailed description of the defect must be enclosed. If the Buyer fails to notify the Seller, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection.

Defects in the goods which cannot be detected during the proper inspection in accordance with paragraph 4 must be notified to the seller immediately after their discovery, insofar as it is a mutual commercial transaction; otherwise the goods shall be deemed to have been approved even in view of this defect.

Before asserting claims for subsequent performance, the Buyer shall check with due care whether a defect subject to subsequent performance exists. If an alleged defect is not subject to the obligation of subsequent performance (apparent defect) or if the Seller has increased expenses due to an insufficiently determined error report, the Buyer may be charged for the Seller’s services rendered for verification and error rectification at their respective applicable remuneration rates plus the expenses incurred, unless the Buyer could not have recognized the apparent defect even if it had exercised due care.

The seller shall not be liable for damages caused by slight negligence.

The limitations of liability according to the preceding paragraphs do not apply to damages resulting from injury to life, body or health, fraudulent concealment of defects, claims arising from the Product Liability Act, in the case of intent and gross negligence as well as in the case of breach of obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the buyer may regularly rely.

However, the claim for damages for the negligent breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless another of the exceptional cases listed in paragraph 7 applies at the same time.

Retention of title, transfer of risk

The delivered goods remain the property of the seller until all claims against the buyer arising from the existing business relationship have been fulfilled.

The Buyer is permitted to process the delivered goods or to mix or combine them with other items. The processing, mixing or combining (hereinafter together: “processing” and with regard to the delivery item: “processed”) is carried out for the seller; the item resulting from processing is referred to as “new goods”. The Buyer shall store the new goods for the Seller with the care of a prudent businessman.

In the event of processing with other items not belonging to the Seller, the Seller shall be entitled to co-ownership of the new goods in the amount of the share resulting from the ratio of the value of the processed delivery item to the value of the other processed goods at the time of processing. If the Buyer acquires sole ownership of the new goods, the parties agree that the Buyer shall grant the Seller co-ownership of the new goods in the ratio of the value of the processed delivery item to the other processed goods at the time of processing.

In the event that the delivery item or the new goods are sold, the Buyer hereby assigns to the Seller by way of security its claim against the customer arising from the resale, together with all ancillary rights, without the need for any further special declarations. The assignment shall apply including any balance claims. However, the assignment shall only apply to the amount corresponding to the price of the delivery item invoiced by the seller. The portion of the claim assigned to the seller shall be satisfied with priority.

If the Buyer combines the delivery item or the new goods with real estate or movable property, he shall also assign to the Seller by way of security, without the need for further special declarations, his claim to which he is entitled as remuneration for the combination, together with all ancillary rights, in the amount of the ratio of the value of the delivery item or the new goods to the other combined goods at the time of combination.

Until revoked, the buyer is authorized to collect the claims assigned in this provision (retention of title). The Buyer shall immediately forward to the Seller any payments made on the assigned claims up to the amount of the secured claim. In the event of good cause, in particular default of payment, suspension of payment, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the Buyer, the Seller shall be entitled to revoke the Buyer’s authorization to collect. In addition, the Seller may, after prior warning and subject to a reasonable period of notice, disclose the assignment by way of security, realize the assigned claims and demand that the Buyer disclose the assignment by way of security to the Buyer.

If a legitimate interest is substantiated, the Buyer shall provide the Seller with the information required to assert its rights against the Buyer and hand over the necessary documents.

During the existence of the retention of title, the buyer is prohibited from pledging or transferring ownership by way of security. Resale is only permitted to resellers in the ordinary course of business and only under the conditions that payment of the equivalent value of the delivery item is made to the buyer. The purchaser must also agree with the buyer that the buyer only acquires ownership upon this payment. In the event of seizure, confiscation or other dispositions or interventions by third parties, the Buyer must notify the Seller immediately.

If the realizable value of all security interests to which the Seller is entitled exceeds the amount of all secured claims by more than 10%, the Seller shall release a corresponding part of the security interests at the Buyer’s request. The Seller shall be entitled to choose between different security interests for the release.

The risk is transferred to the entrepreneur when the goods are handed over to the transport company.

Default

The buyer shall be in default without further declaration by the seller 10 days after the due date if he has not paid the claim.

Interest on arrears shall amount to 9% points above the applicable prime rate.

The right of the seller to assert further claims for damages remains unaffected by the above provisions.

Final provisions

These General Terms and Conditions and the respective purchase contract concluded shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The contract shall be concluded exclusively in German.

If the parties are registered traders, the place of jurisdiction for all disputes arising from or in connection with this contract shall be the city of the seller’s registered office.

Should one or more clauses of these terms and conditions be wholly or partially invalid, this shall not affect the validity of the remaining provisions.