Terms and conditions

General Terms and Conditions of Sale B2B
CEKA PRO GmbH

General

Our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions of Sale (GTCS). Our GTCS apply exclusively and to all future business relationships with entrepreneurs within the meaning of § 14 BGB (buyer). They also apply if they are not expressly agreed again. Our GTCS are deemed accepted at the latest upon receipt of the goods or services.
These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods (“goods”). Orders placed by the buyer with reference to its own terms of business or purchase are only valid if they are confirmed in writing by us as the seller.
Individual agreements with the buyer (including collateral agreements, supplements and amendments) take precedence over these GTCS.

Offer / Conclusion of contract

Our offers are subject to change and non-binding. Declarations of acceptance and orders by the buyer are binding on us insofar as they are confirmed by us in writing or have been accepted by conduct through the dispatch of the goods. Unless the order states otherwise, we are entitled to accept such orders within two weeks of their receipt by us.
We reserve our property rights, copyrights and other protective rights to all illustrations, calculations, drawings and other documents. The buyer may only pass these on to third parties with our written consent, regardless of whether we have marked them as confidential.
Drawings, illustrations, dimensions, weights and other performance data are only binding if we expressly agree on them in writing.
Requests for changes to orders already placed will only be taken into account if this is still technically possible in terms of production. When the requested changes are implemented, the agreed price is adjusted within a reasonable scope on the basis of the effort caused by the change request and of the general price list.

Prices / Payment terms

Our prices current at the time the contract is concluded apply, ex warehouse, plus the statutory value added tax applicable at the time.
The costs of packaging, insurance and shipping are not included in the prices, unless the current price list handed over to the customer provides otherwise. Packaging becomes the property of the buyer and is charged by us. Postage and packaging expenses are invoiced separately. Any customs duties, fees, taxes and other public charges are likewise to be borne by the buyer.
Unless a fixed price has been agreed, we reserve the right to make reasonable price changes due to changed wage, material and distribution costs for deliveries made four months or later after conclusion of the contract.
Payment of the purchase price must be made exclusively to the account stated overleaf or in cash.
Unless otherwise agreed, the purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. Even within an ongoing business relationship, we are entitled at any time to carry out a delivery in whole or in part only against payment in advance. We declare any such reservation at the latest with the order confirmation.
The buyer is in default when the above payment period expires. During the default, interest is payable on the purchase price at the applicable statutory default interest rate under § 288 (2) BGB of nine percentage points above the respective base rate. We reserve the right to claim further damage caused by default.
We are entitled to withdraw from the contract if, after conclusion of the contract, it becomes apparent that our claim to payment of the purchase price is jeopardised by the buyer's lack of ability to pay. This is the case in particular if an application for insolvency proceedings has been filed against the buyer's assets, insolvency proceedings have been opened or their opening has been refused for lack of assets. Upon receipt of the declaration of withdrawal, all of our claims to remuneration become due immediately. Our further claims remain unaffected.
We are entitled to assign our claims against the buyer or third parties.
We are entitled to invoice partial deliveries. The purchase price and the charges for ancillary services are due for payment upon handover of the goods.
Withholding payments on account of counterclaims of the buyer that have not been acknowledged by us or have not been established by a final court decision is not permitted, nor is set-off against such a claim.

Delivery

The delivery period is agreed individually or stated by us when the order is accepted. The scope of delivery is determined by our written order confirmation.
If we are unable to meet contractually agreed delivery periods for reasons for which we are not responsible, we shall inform the buyer of this without delay and at the same time communicate the expected or new delivery period. This applies in particular to measures in connection with industrial action, the occurrence of unforeseen obstacles, operational disruptions and delays in the delivery of essential materials, insofar as such obstacles demonstrably have a significant influence on the delivery of the goods. This also applies if these circumstances occur at sub-suppliers. If a delayed delivery cannot be made, due to the unavailability of the performance, even within the newly announced delivery period, we are entitled to withdraw from the contract in whole or in part; we shall refund without delay any consideration already provided by the buyer.
We reserve the right to make design or shape changes during the delivery period that had to be carried out due to technical improvements or legal changes, provided that the goods are not significantly changed and the changes are reasonable for the buyer.
The goods are delivered behind the first locked door on the ground floor. Special services are charged separately.
Partial deliveries are permitted within the delivery periods stated by us, insofar as no disadvantages for use result from them.
Whether we as the seller are in default of delivery is determined by the statutory provisions. However, a reminder from the buyer is a prerequisite for default of delivery on our part as the seller. If we are in default of delivery, the buyer may claim lump-sum compensation for the damage caused by the default. The lump-sum compensation amounts to 0.5 % of the net price (delivery value) for each full calendar week of the default, but in total no more than 5 % of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has suffered no damage or only less damage than the above lump sum.
Delivery is made ex warehouse. The warehouse is also the place of performance for the delivery and the place for any supplementary performance. The determination of the shipping route and means of shipment and the choice of the forwarding agent or carrier are the sole responsibility of the seller, at its reasonable discretion.

Transfer of risk / Default of acceptance

The buyer is obliged to accept the goods. The risk of accidental loss and accidental deterioration of the item passes to the buyer upon handover of the item. When the goods are shipped, including in particular in the case of carriage-paid delivery or delivery free domicile, the risk of accidental loss and accidental deterioration of the item passes to the buyer as soon as the consignment has been handed over to the forwarding agent or carrier or has left our warehouse for the purpose of shipment. If the buyer declares that it will not accept the goods or is otherwise in default of acceptance, the risk of accidental loss or accidental deterioration of the goods passes to the buyer at the time of the refusal or of the default of acceptance.
If the buyer is in default of acceptance or our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to claim from the buyer compensation for the resulting damage including additional expenses (e.g. storage costs). In this case, we charge the buyer lump-sum compensation of 50 euros per calendar day from the start of the delivery period. Proof of greater damage and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; the lump sum is, however, to be credited against further monetary claims. The buyer nevertheless retains the right to prove that we have suffered no damage at all or only significantly less damage than the above lump sum.
If the buyer, intentionally or through gross negligence, is more than fourteen days late in accepting the goods from receipt of the notice of readiness, we are entitled to withdraw from the contract after setting a grace period of a further fourteen days. No grace period needs to be set if the buyer seriously or finally refuses acceptance or is evidently unable to pay the purchase price even within this period.

Cancellation / Withdrawal / Return of goods

The subsequent cancellation of a contract already concluded must be made expressly and by mutual agreement. If the buyer withdraws from the contract without justification, we may, without prejudice to the possibility of claiming higher actual damage, invoice 10% of the gross sales price for the costs incurred in processing the order and for loss of profit. The buyer retains the right to prove lower damage. In the case of custom-made products, a subsequent cancellation agreement is excluded.

Samples / Custom-made products

Unless otherwise agreed, samples must be returned or purchased within 4 weeks. Customer-specific samples that are custom-made products must be purchased by the buyer and are excluded from exchange. Custom-made products are articles that are not mass-produced or are not listed in the standard price lists. Special colours according to customer specifications also count as custom-made products. The buyer bears the freight costs. The buyer assumes liability for ensuring that the use of drawings, samples and the like sent in does not infringe the rights of third parties.

Retention of title

We retain title to the goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims). Until the secured claims have been paid in full, the goods subject to retention of title may neither be pledged to third parties nor transferred as security. The buyer must inform the seller in writing without delay of any access by third parties, in particular of enforcement measures and other impairments of its property. Enforcement officers or a third party must be notified of our ownership. The buyer must compensate the seller for all damage and costs arising from a breach of this obligation and from necessary intervention measures against access by third parties. If the buyer acts in breach of contract, in particular if the buyer fails to meet its payment obligation despite a reminder from the seller, the seller may, after previously setting a reasonable deadline, withdraw from the contract and demand the return of the goods still owned by it. The transport costs incurred in this connection are borne by the buyer. A demand by the seller for the return of the goods always constitutes a withdrawal from the contract. After taking back the goods, the seller is authorised to realise them. The proceeds of realisation are to be credited against the buyer's liabilities – less reasonable realisation costs.
Until revocation, the buyer is entitled to resell or further process the delivery items subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition:

a. The buyer hereby assigns to us all claims in the amount of the purchase price agreed between us and the buyer (including value added tax) that accrue to the buyer from the resale, irrespective of whether the delivery items are resold without or after processing. The buyer is authorised to collect these claims after their assignment. Our authority to collect the claims ourselves remains unaffected; however, we undertake not to collect the claims as long as the buyer duly meets its payment obligations and is not in default of payment. If this is the case, however, we may demand that the buyer disclose the assigned claims and their debtors, provide all information required for collection, hand over the related documents and notify the debtors (third parties) of the assignment.

b. The combination, mixing or processing of the goods by the buyer is always carried out for us. If the delivery items are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the goods to the other processed items at the time of processing. If the goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other mixed items. The buyer holds the co-ownership in safe custody for us.

c. We undertake to release the securities to which we are entitled at the buyer's request insofar as their value exceeds the claims to be secured, to the extent that these have not yet been settled, by more than 10%.

Warranty

The statutory provisions apply to the buyer's rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise provided below.
Agreements that we have made with buyers regarding the quality and the intended use of the goods (including accessories and instructions) generally form the basis of our liability for defects under the warranty. If no quality has been agreed, whether a defect exists is to be assessed in accordance with § 434 (3) BGB.
The buyer's claims for defects only exist if the buyer has complied with its statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB).
If the delivered goods are defective, we as the seller have the right to choose whether to provide supplementary performance by remedying the defect (repair) or by delivering an item free of defects (replacement delivery). However, we reserve the right to refuse supplementary performance under the statutory conditions. In addition, we are entitled to make the supplementary performance owed by us dependent on the buyer paying the purchase price due. There is no claim to replacement delivery for discontinued models and custom-made products. If the supplementary performance fails, the customer retains the right to reduce the purchase price or to withdraw from the contract.
The buyer must give us the necessary time and opportunity for the supplementary performance owed. In particular, the buyer must hand over to us, for inspection purposes, the item for which it has claimed a defect. If we make a replacement delivery of an item free of defects, the buyer must return the defective item to us in accordance with the statutory provisions.
Notwithstanding § 438 (1) no. 3 BGB, the general limitation period for claims arising from material defects or defects of title is one year from delivery. If acceptance has been contractually agreed, the limitation period begins upon acceptance.

Liability

Unless otherwise provided in these General Terms and Conditions of Sale, including the following provisions, we as the seller are liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
Within the scope of fault-based liability, we are liable for damages, irrespective of the legal grounds, only in cases of intent and gross negligence. In cases of simple negligence, we are liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), only:

a. for damage resulting from injury to life, body or health, and

b. for damage resulting from the breach of a material contractual obligation (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the contractual partner relies and may rely). In this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
The limitations of liability resulting from clause 2 also apply to third parties and to breaches of duty by persons for whose fault we are responsible under statutory provisions. Insofar as a defect has been fraudulently concealed and a guarantee for the quality of the goods has been assumed, the limitations of liability do not apply. This also applies to claims of the buyer under the Product Liability Act (Produkthaftungsgesetz).

Place of performance / Place of jurisdiction

The place of performance is Alsfeld.
For all disputes arising from the contractual relationship, if the buyer is a registered merchant (Vollkaufmann), a legal entity under public law or a special fund under public law, the action must be brought before the court having jurisdiction for our registered office. We are also entitled to bring an action at the buyer's registered office.
German law applies exclusively, excluding the laws on the international sale of movable goods, even if the buyer has its registered office abroad.

Miscellaneous

Transfers of the buyer's rights and obligations under the contract concluded with us require our written consent in order to be effective.
Should any provision be or become invalid, the validity of the other provisions remains unaffected.
Legally relevant declarations and notifications by the buyer with regard to the contract (e.g. notices of defects, setting of deadlines, withdrawal or price reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).