General Terms and Conditions
of the ZFB ZENTRUM FÜR BUCHERHALTUNG GmbH
§ 1 – Scope of Application
(1) These General Terms and Conditions of ZFB ZENTRUM FÜR BUCHERHALTUNG GmbH (hereinafter referred to as "ZFB GmbH") shall apply exclusively; ZFB GmbH shall not recognise any terms and conditions of the client that conflict with or deviate from the General Terms and Conditions of ZFB GmbH unless ZFB GmbH has expressly agreed to their validity in writing. The General Terms and Conditions of ZFB GmbH shall also apply if ZFB GmbH executes the order vis-à-vis the client without reservation in the knowledge of terms and conditions of the client that conflict with or deviate from these General Terms and Conditions.
(2) All agreements made between ZFB GmbH and the customer for the purpose of executing this contract shall be recorded in writing.
(3) The General Terms and Conditions of ZFB GmbH shall also apply to all future transactions with the client, provided that the client is a merchant within the meaning of § 24 AGBG or a legal entity under public law or a special fund under public law.
§ 2 – Prices, Terms of Payment, Acceptance
(1) Unless otherwise stated in the order confirmation, the prices quoted by ZFB GmbH shall apply without transport and packaging; delivery or collection shall be carried out by the client (principal) at his own expense.
(2) The prices shall be subject to the statutory value added tax; this shall be charged at the statutory amount on the invoice, shown separately on the invoice, on the day the invoice is issued.
(3) The total amount is due for payment within 10 days net from receipt of the invoice.
(4) Acceptance shall take place upon return of the subject matter of the contract. Upon return, a handover protocol must be drawn up and signed by the client.
(5) If the client is in default of payment, ZFB GmbH shall be entitled to demand interest on arrears in the amount of 8% above the respective discount rate of the German Federal Bank. If ZFB GmbH is in a position to prove a higher damage caused by default, ZFB GmbH shall be entitled to assert this claim. However, the client shall be entitled to prove to ZFB GmbH that no or less damage has arisen as a result of the delay in payment.
(6) The customer shall only be entitled to set-off claims if his counterclaims have been legally established, undisputed or recognised by ZFB GmbH. Furthermore, he is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
(7) The risk shall pass to the customer at the latest when the delivery item is handed over (whereby the start of the loading process is decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or if ZFB GmbH has assumed other services (e.g. dispatch). If the dispatch or the handover is delayed due to a circumstance the cause of which lies with the customer, the risk shall pass to the customer from the day on which ZFB GmbH has declared that the goods are ready for dispatch and has notified the customer of this.
(8) The consignment shall be insured by ZFB GmbH against theft, breakage, transport, fire and water damage or other insurable risks only expressly at the request of the client and at his expense.
§ 3 – Delivery dates and deadlines
(1) If the parties have agreed on a delivery period, that period shall begin on the day the order confirmation is sent to ZFB GmbH, unless otherwise agreed. It shall be deemed to have been met if the contractual item is ready for collection from ZFB GmbH by the end of the delivery period. The delivery period shall be extended appropriately - even within a delay in delivery - if unforeseeable events occur which ZFB GmbH could not avert despite reasonable care according to the circumstances of the case - e.g. operational disruptions, official interventions, energy supply difficulties, delays in the delivery of essential raw and processing materials. The same shall also apply in the event of strike and lockout. ZFB GmbH must inform the customer of such obstacles without delay. In the event of subsequent changes to the contract which may affect the delivery period, the delivery period shall be extended appropriately unless special agreements have been made in this respect.
(2) If ZFB GmbH is in default of delivery, the client shall be entitled to set ZFB GmbH a reasonable grace period with threat of refusal and after fruitless expiry of this grace period he may withdraw from the contract. The client shall only be entitled to claims for damages due to non-performance in the amount of the foreseeable damage if the delay is based on intent or gross negligence or on a material breach of duty. In this case, a compensation of max. 5% of the order value is stipulated. Otherwise, the liability for damages is limited to the specified insurance cover at the time of order confirmation.
(3) The limitations of liability according to paragraphs (2) and (3) do not apply if a commercial transaction for delivery by a fixed date has been agreed; the same applies if the customer can claim that his interest in the fulfilment of the contract has ceased to exist due to the delay for which ZFB GmbH is responsible; likewise the limitations of liability do not apply if the delay in delivery is due to the breach of an essential contractual obligation.
(4) Compliance with the delivery obligation of ZFB GmbH requires the timely and proper fulfilment of the obligations of the customer.
(5) If the customer is in default of acceptance or violates his obligations to cooperate, ZFB GmbH is entitled to claim the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the subject matter of the contract shall also pass to the client at the point in time at which the client is in default of acceptance.
§ 4 - Warranty
(1) The warranty period is one year from delivery or, if acceptance is required, from acceptance.
(2) The delivered items shall be inspected carefully immediately after delivery to the client or to the third party designated by him. They shall be deemed to have been approved if ZFB GmbH has not received a notice of defect with regard to obvious defects or other defects which were recognisable during an immediate, careful inspection within seven working days after delivery of the delivery item, or otherwise within seven working days after the discovery of the defect or the point in time at which the defect was recognisable for the client during normal use of the delivery item without closer inspection, in the form specified in § 2 (7). At the request of the Contractor, the delivery item complained about shall be returned to the Contractor carriage paid. In the event of a justified complaint, the Contractor shall reimburse the costs of the most favourable shipping route; this shall not apply insofar as the costs increase because the delivery item is located at a place other than the place of intended use.
(3) In the event of material defects in the delivered items, the Contractor shall first be obliged and entitled to rectify the defect or make a replacement delivery at its discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the customer may withdraw from the contract or reduce the purchase price appropriately.
(4) If a defect is due to the fault of ZFB GmbH, the customer may claim damages under the conditions specified in § 3 (2).
(5) The warranty shall not apply if the customer modifies the delivery item or has it modified by a third party without the consent of the contractor and the rectification of the defect becomes impossible or unreasonably difficult as a result. In any case, the Client shall bear the additional costs of remedying the defect resulting from the modification.
(6) A delivery of used items agreed with the client in an individual case shall be made to the exclusion of any warranty.
§ 5 – General Provisions
(1) The applicable law is the national law of the Federal Republic of Germany.
(2) All agreements which contain an amendment, supplement or concretisation of these General Terms and Conditions, as well as special assurances and arrangements, must be recorded in writing. If they are declared by representatives or auxiliary persons of ZFB GmbH, they shall only be binding if ZFB GmbH gives its written consent thereto.
(3) For all disputes arising in the course of the execution of the order, the court having local jurisdiction for ZFB GmbH is agreed, insofar as the customer is a registered trader or a corporation under public law or a special fund under public law. The place of jurisdiction is Leipzig.
(4) The place of performance for all obligations arising from the sale of products and services shall be the registered office of ZFB GmbH, insofar as the customer is a registered trader or a corporation under public law or a special fund under public law. The place of jurisdiction is Leipzig.
(5) Should individual provisions of this contract not be legally effective or lose their legal effectiveness due to a later circumstance, or should a loophole be found in this contract, this shall not affect the legal effectiveness of the remaining provisions.
General Terms and Conditions as of 1 January, 2007