General Terms and Conditions

Scope of application, subject matter and conclusion of the respective contract

The following terms and conditions definitively govern the contractual relationship between recalm GmbH, Harburger Schlossstrasse 6-12, 21079 Hamburg, hereinafter referred to as the “seller”, and the respective buyer. Valid from January 12, 2022.

These General Terms and Conditions apply exclusively in connection with the sale of goods and services. Any terms and conditions of the buyer that conflict with or deviate from these terms and conditions will not be recognized, unless the seller has expressly agreed to them in individual cases.

They only apply to companies. A company in the sense of these 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 from the respective offer.

The buyer can place an order for goods and/or services 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 yet constitute acceptance of the contract. The buyer is bound to his offer for 2 weeks. A valid purchase contract is only concluded upon written acceptance or upon delivery of the goods.

All prices are net prices in euros plus the respective statutory value added tax.

Execution of the purchase contract, shipping costs

When the purchase contract is concluded, the payment of the purchase price is due immediately. The seller reserves the right to exclude certain payment options for deliveries abroad, for first-time orders or for other reasons. When providing services, the due date for payment is based on the respective individual agreement or – if nothing has been agreed – on the statutory provisions.

Deliveries will be made immediately in accordance with the contract and subject to availability. Partial deliveries are permissible provided 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, despite having previously concluded a corresponding purchase contract, he does not receive the subject of performance; the seller’s responsibility for intent or negligence remains unaffected. In this case, the seller shall inform the buyer immediately of the non-availability and shall immediately refund any consideration already paid. In this case, the seller reserves the right to offer goods of equivalent value and quality with the aim of concluding a new contract for the purchase of goods of the same value and quality.

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

Obligations regarding employment 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. In any case, the buyer is obliged to actively cooperate.

The seller’s obligations arise from the respective contract and/or the seller’s offer and these general terms and conditions. The seller does not owe the buyer the success sought/customer objective of the services commissioned.

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 acquired 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 (Sections 434 et seq. BGB).

The warranty period for rights arising from § 437 no. 1 and no. 3 BGB (German Civil Code) for new items is one year from the statutory commencement of the 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 writing of any obvious defects within 14 days of receipt of the goods or of discovery of the defect.

The buyer shall inspect the ordered goods immediately after delivery, provided that it 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. Defects that are discovered in the process or that can be readily detected must be reported to the seller immediately. 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 is one that could not be detected during the inspection.

Defects in the goods that cannot be detected in the course of the proper inspection in accordance with paragraph 4 must be reported 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 diligence whether there is a defect subject to subsequent performance. If an alleged defect does not fall under the obligation for subsequent performance (pseudo defect) or if the Seller incurs increased expenses due to an insufficiently specified error report, the Buyer may be charged for the Seller’s services in verifying and rectifying the defect at their respective valid rates of remuneration plus the expenses incurred, unless the Buyer could not have recognized the apparent defect even if it had exercised due care.

The seller is generally not liable for damages caused by slight negligence.

The limitations of liability according to the previous numbers do not apply to damages resulting from injury to life, body or health, to the fraudulent concealment of defects, to claims under the Product Liability Act, in the case of willful misconduct and gross negligence, as well as to the violation of obligations whose fulfillment is essential to 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 is 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 delivery item or to mix or combine it with other items. The processing, mixing or combining (hereinafter collectively referred to as “processing” and with regard to the delivery item as “processed”) is carried out for the Seller; the item resulting from such processing is referred to as “new goods”. The Buyer stores the new goods for the Seller with the due care of a prudent businessman.

If the goods are processed with other items not belonging to the seller, the seller is 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 grants 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 of the delivery item or the new goods being sold, the buyer hereby assigns to the seller, by way of security, his claim against the customer arising from the resale, together with all ancillary rights, without the need for any further special explanations. The assignment shall apply including any current account claims. However, the assignment shall only apply to the amount corresponding to the price of the delivery item invoiced by the seller. The share 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, without the need for further special explanations, also assign to the seller his claim to remuneration for the combination, with all ancillary rights, as security, 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 the combination.

Until further notice, the buyer is authorized to collect the claims assigned in this regulation (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. If there is good cause to do so, in particular in the event of default in payment, suspension of payments, the opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or impending insolvency on the part of the buyer, the seller shall be entitled to revoke the buyer’s authority to collect. In addition, the seller can, after prior warning and subject to a reasonable period of notice, disclose the assignment by way of security, utilize 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 and documents necessary to assert the seller’s rights against the buyer.

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 condition that payment of the equivalent value of the delivery item is made to the buyer. The buyer shall also agree with the customer that the customer shall only acquire ownership upon such payment. The buyer shall inform the seller immediately in the event of attachments, seizures or other dispositions or interventions by third parties.

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 has the right to choose between different security interests when releasing them.

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

Default

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

The default interest rate is 9 percentage points above the applicable base interest rate.

The seller’s right to claim further damages remains unaffected by the above provisions.

Final provisions

These General Terms and Conditions and the respective concluded sales contract shall be governed exclusively by German law, excluding the UN Sales Convention. The contract shall be concluded exclusively in German.

If the parties are merchants, the city in which the seller is based shall be the place of jurisdiction for all disputes arising from or in connection with this contract.

Should one or more clauses of these terms and conditions be invalid in whole or in part, the validity of the remaining provisions shall not be affected.