I. Section: General Provisions
1 Scope, Consumers, and Entrepreneurs
1.1 These General Terms and Conditions apply to all contracts with Tischlerei-Möbel-Innenausbau Vater GmbH & Co.KG and their deliveries and other services. We do not recognize any conflicting conditions of the customer unless we have expressly agreed to their validity in writing.
1.2 The provisions of Section II apply to consumers, and the provisions of Section III apply to entrepreneurs. The provisions of this Section I apply to both consumers and entrepreneurs.
1.3 A consumer is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to their commercial nor their self-employed professional activity (Section 13 of the German Civil Code); on the other hand, anyone who, whether as a natural or legal person or as a legal entity with legal capacity, acts in the exercise of their commercial or self-employed professional activity at the time of concluding the legal transaction is an entrepreneur (Section 14 of the German Civil Code).
2 Conclusion of Contract
2.1 Until acceptance of the order, all offers are non-binding. If the customer's order differs from the offer of the contractor, a contract is only concluded upon the contractor's order confirmation in this case.
2.2 Changes, additions, and/or the cancellation of a contract require written form.
2.3 These general terms and conditions exclusively apply to the conclusion of the contract. Contradictory and/or deviating terms and conditions of the customer are not recognized and do not form part of the contract.
3 Right of Return
3.1 The regulations on the right of withdrawal for consumers according to the statutory provisions apply to the processing. In particular, the right of return does not apply to goods that have been made to customer specifications or that are clearly tailored to the personal needs of the customer.
4 Data Protection
4.1 To the extent necessary for business purposes, we are authorized to store and process customer data in accordance with data protection laws (in particular Section 28 of the German Federal Data Protection Act) using data processing equipment.
4.2 If we have received customer data in connection with the sale of goods, we are entitled to use this data for direct advertising for our own similar goods unless the customer has objected; we will inform the customer about the right to object both when collecting the data and with each use, without incurring any costs other than the transmission costs according to the basic rates.
The data protection provisions and legal notices available at the following link apply to the visit of our website: www.tischlerei-vater.de/en whose validity is expressly referred to here.
5.1 In the case of additional orders for assembly services, we are entitled to use subcontractors.
5.2 If the customer is a merchant, the place of jurisdiction is the registered office of Tischlerei Vater GmbH & Co.KG; if we file a lawsuit, the general place of jurisdiction of the customer also applies.
5.3 We do not participate in dispute resolution procedures of consumer arbitration boards.
5.4 The legal relations between the customer and us are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers, mandatory provisions of the law of the state in which the customer has his habitual residence remain unaffected if the customer has carried out the legal acts necessary for the conclusion of the purchase contract in that state.
Section II: For Consumers
6.1 Unless otherwise agreed, delivery is made from our warehouse to the delivery address specified by the customer. Information regarding the delivery time is non-binding unless the delivery date has been explicitly promised as binding.
6.2 If, without our own fault, we are unable to deliver the ordered goods because our supplier fails to fulfill its contractual obligations, the customer will be promptly informed that the ordered product is not available, and we will make efforts to provide an alternative. If a contract has already been concluded, the customer's statutory rights remain unaffected.
6.3 Partial deliveries and performances are permissible unless they are exceptionally unreasonable for the customer. Any additional costs incurred due to partial deliveries will not be charged to the customer.
6.4 If goods with obvious damage to the packaging or contents are delivered, the customer should immediately report this to the carrier/freight service provider without prejudice to their warranty rights and promptly contact us so that we can preserve any rights against the carrier/freight service provider.
6.5 Delivery Delay: If the performance owed by the contractor is delayed due to force majeure, legitimate strikes, unforeseen inability on the part of the contractor or one of its suppliers, as well as unfavorable weather conditions, the agreed delivery period is extended by the duration of the delay.
If the delay is unreasonably long, either party to the contract can withdraw from the contract without compensation. If delivery cannot be made on the agreed date due to circumstances attributable to the client, the risk passes to the client at the time of notification of readiness for shipment. Tischlerei-Möbel-Innenausbau Vater GmbH & Co.KG will promptly inform the client about the delay. Storage costs are borne by the client.
7 Prices, Payment, Offset, Retention
7.1 All prices include the applicable value-added tax. The prices do not include shipping and packaging costs, which will be communicated to the customer before placing the order.
7.2 We reserve the right to adjust prices for future transactions in case of changes in exchange rates, customs duties, taxes, freight and insurance costs, purchase costs (e.g., for components and services).
7.3 The customer is entitled to offsetting only if their counterclaims have been legally established or are undisputed by us. Furthermore, the customer is only authorized to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
8 Retention of Title
The delivered goods remain our property until full payment has been made.
9 Warranty Claims
9.1 Obvious defects must be reported by the client in writing within two weeks of delivery/installation of the goods or upon acceptance of the services. After this period, claims for obvious defects cannot be asserted.
10 Statute of Limitations for Defects
10.1 The limitation period for defects in contracts with entrepreneurs that do not involve construction work is one year.
For repair work that does not constitute construction work, the warranty period is one year, regardless of the identity of the contracting party.
11 Warranty Implementation
11.1 In the event of justified complaints about defects, the contractor has the option to either remedy the defective goods or provide a replacement to the client upon return of the disputed item.
11.2 As long as the contractor fulfills its obligations to rectify the defects, the client does not have the right to demand a reduction in remuneration or cancellation of the contract, unless the rectification fails.
11.3 If rectification or replacement delivery is impossible, fails, or is refused, the client may, at their discretion, demand a corresponding price reduction or cancellation of the contract.
11.4 The above provision does not apply to consumer transactions involving the purchase of movable goods.
12.1 Delivery assumes that the vehicle can directly access the building and unload. Additional costs incurred due to longer transport routes or difficulties in accessing the building from the vehicle will be charged separately.
12.2 Mechanical transport equipment must be provided by the client for deliveries beyond the second floor. Stairways must be passable.
12.3 If the execution of the contractor's work or the work of persons commissioned by them is impeded by circumstances attributable to the client, the corresponding costs (e.g., working time and travel expenses) will be invoiced.
13 Partial Payments
13.1 For self-contained parts of the work and specially manufactured components, an advance payment can be calculated based on the value of the work performed, provided that ownership thereof is transferred to the client.
13.2 If, due to circumstances attributable to the client, including delays in construction progress, the installation of pre-assembled components or the delivery of completed furniture is delayed by more than 14 days, an advance payment equal to the value of the work performed becomes due when ownership of the components is simultaneously transferred.
14 Due Date
14.1 Once the contractual service has been provided and delivered or accepted, the remuneration becomes due for payment immediately upon invoicing, without deduction of any discounts, unless otherwise agreed.
15.1 The contractor is entitled to partial acceptance for self-contained parts of the work. In all other respects, acceptance is carried out in accordance with § 640 of the German Civil Code (BGB). The failure of the client to accept the work within a reasonable period of time determined by the contractor is considered equivalent to acceptance. Acceptance can also be inferred from the client's conduct.
16 Lump-Sum Compensation
16.1 If the client terminates the contract before the construction work commences, the contractor is entitled to claim 10% of the total contract amount as compensation. The client expressly reserves the right to prove lesser damages.
17 Technical Notes
17.1 The client is advised that maintenance work is required on their part, in particular:
- Hardware and common components should be checked and, if necessary, lubricated or oiled.
- Sealing joints should be regularly inspected.
- Exterior coatings (e.g., windows) should be treated as needed based on the type of paint or varnish and the effects of weather. These tasks are not included in the scope of the contract unless expressly agreed otherwise.
Omitted maintenance work can impair the service life and functionality of the components, without giving rise to any warranty claims against the contractor.
17.2 Proper installation of modern windows and exterior doors improves the energy efficiency of the building and enhances its air tightness. Therefore, to maintain indoor air quality and prevent mold formation, additional requirements regarding ventilation according to DIN 1946-6 must be fulfilled. Any necessary ventilation concept in this regard is a planning task that is not part of the contractor's assignment and must be arranged by the client/building owner in any case.
17.3 Insignificant, reasonable deviations in dimensions and finishes (color and texture), particularly for reorderings, are reserved to the extent that they are inherent in the nature of the materials used (solid wood, veneers, leather, fabrics, etc.) and are customary.
17.4 The client is responsible for ensuring suitable climatic conditions (humidity, temperature) to protect and preserve the delivered components (e.g., solid wood furniture, interior furnishings, windows, doors, stairs, parquet).
18.1 Checks are only accepted as a means of payment, but not in lieu of payment.
19 Set-off Exclusion
19.1 Offset against claims other than those that are undisputed or legally established is excluded.
20 Retention of Title
20.1 Delivered items remain the property of the contractor until full payment of the remuneration.
20.2 The client is obliged to immediately notify the contractor in writing of any seizures of the items subject to retention of title and to inform the creditors about the retention of title. The client is not entitled to sell, give away, pledge, or transfer the items delivered under retention of title as security.
20.3 If the delivery is made for a business operated by the client, the items may be resold as part of proper business management. In this case, the client hereby assigns the claims against the buyer arising from the resale to the contractor up to the invoice value of the reserved goods. If the items are resold on credit, the client must retain ownership vis-à-vis the buyer. The client hereby assigns the rights and claims arising from this retention of title to the contractor.
20.4 If items subject to retention of title are installed as essential components in the client's real property, the client hereby assigns to the contractor, in advance, any claims arising from the sale of the real property or real rights, up to the invoice value of the items subject to retention of title, including all ancillary rights.
20.5 If the items subject to retention of title are installed by the client or on behalf of the client as essential components in the real property of a third party, the client hereby assigns to the contractor, in advance, any claims for remuneration arising from the third party or the person concerned, up to the invoice value of the items subject to retention of title, including all ancillary rights. In the case of processing, combining, and mixing of the reserved goods with other items by the client, the contractor shall have co-ownership of the new item in the ratio of the invoice value of the reserved goods to the value of the other items.
21 Property and Copyright
21.1 The contractor reserves his property and copyright to cost estimates, designs, drawings, and calculations. They may not be used, reproduced, or made accessible to third parties without his consent. They must be returned immediately in the event that the contract is not awarded.
22.2 If both contracting parties are merchants, the exclusive place of jurisdiction is the registered office of the contractor.
Section III: For Entrepreneurs
23 Applicability of HGB Regulations, Commercial Clauses
23.1 In relation to merchants, we refer to the application of the provisions of the Fourth Book of the German Commercial Code (HGB). In relation to other entrepreneurs who are not merchants, the analogous application of these provisions is hereby agreed.
23.2 To the extent that commercial clauses are agreed upon based on the International Commercial Terms (INCOTERMS), the INCOTERMS 2010 7th Revision shall apply.
24 Transfer of Risk, Shipping Method, Delivery Dates
24.1 Unless otherwise agreed, we deliver and perform EXW (ex works) from our place of business. We determine the shipping method, route, and carrier.
24.2 Partial deliveries or performances are permissible as long as they are not unreasonable for the customer. Any additional costs incurred by partial deliveries will not be invoiced to the customer.
24.3 The start of the delivery or performance period indicated by us is subject to the clarification of all technical issues and the timely and proper fulfillment of the customer's obligations.
24.4 If an agreed delivery or performance deadline is exceeded due to reasons attributable to us, the customer must set a reasonable grace period for delivery or performance in writing. This grace period must be at least three weeks. If delivery or performance does not take place after the expiry of the grace period, and the customer wishes to withdraw from the contract or claim damages in lieu of performance, the customer must expressly notify us of this in writing, setting an additional reasonable grace period and requesting delivery or performance. Upon our request, the customer is obliged to declare within a reasonable period of time whether they are withdrawing from the contract and/or claiming damages in lieu of performance due to the delay in delivery or performance or if they insist on delivery or performance.
25 Force Majeure
25.1 In the event of force majeure, our delivery or performance obligations are suspended. If there is a significant change in the circumstances existing at the time of contract conclusion, we are entitled to withdraw from the contract. Force majeure includes all circumstances beyond our control that significantly impede or make delivery or performance impossible, whether these circumstances occur at our company, a supplier, or a subcontractor.
26 Prices, Payment, Offset, Retention
26.1 Our prices are based on EXW (ex works) from our place of business. Unless otherwise agreed, our prices do not include the costs of packaging, insurance, freight, and value-added tax.
26.2 If the delivery or performance date is more than four months after the conclusion of the contract, an adjustment of prices to changed cost bases (e.g., raw materials, wages) is permissible. In such cases, we will charge the prices valid on the day of delivery or performance. For deliveries or performances within four months, the price valid on the day of contract conclusion shall apply in any case.
26.3 Unless otherwise agreed, the customer must pay the agreed remuneration within 14 days after delivery of the goods or provision of the service without deductions. After the deadline has expired, the customer is in default according to § 286 para. 2 No. 2 of the German Civil Code (BGB).
26.4 We may demand partial payments or advance payments if the contract amount exceeds €5000, the customer is located abroad, or the delivery is to be made abroad, or if there are reasons to doubt timely or complete payment by the customer. If any of the aforementioned conditions occur after contract conclusion, we are entitled to revoke agreed payment terms and make payments due immediately.
26.5 The customer may only set off undisputed or legally established counterclaims. The customer is entitled to exercise a right of retention only to the extent that it is based on the same contractual relationship.
27 Retention of Title
27.1 Sold goods remain our property until all claims arising from the business relationship have been fulfilled.
27.2 If the customer processes or combines the goods, our retention of title extends to the entire new item. In the case of processing, connection, or mixing of the goods with third-party items by the customer, we acquire co-ownership in proportion to the ratio of the invoice value of our goods to that of the other items used by the customer at the time of processing, connection, or mixing.
27.3 If the reserved goods are connected or mixed with a main item belonging to the customer or third parties, the customer hereby transfers their rights to the new item to us in addition. If the customer commercially connects or mixes the reserved goods with a main item belonging to a third party, they hereby assign to us their claims for remuneration against the third party.
27.4 The customer is authorized to resell the goods subject to retention of title within the scope of regular business operations. If the customer resells such goods without receiving the full purchase price in advance or concurrently upon handover of the purchased item, they must agree on a retention of title with their customer in accordance with these conditions. The customer hereby assigns to us their claims arising from this resale, as well as the rights from the agreed retention of title. Upon our request, the customer is obliged to inform the purchasers of the assignment and provide us with the necessary information and documents to assert our rights against the purchasers. Despite the assignment, the customer is authorized to collect the claims from the resale as long as they fulfill their obligations towards us in a proper manner.
27.5 If the value of the securities provided to us exceeds our claims by more than 20 percent in total, we are obliged, at the customer's request, to release securities of our choice.
28 Customer's Rights in Case of Defects
28.1 The products delivered by us comply with the applicable German regulations and standards. We do not warrant compliance with other national regulations. If the products are used abroad, the customer undertakes to verify the conformity of the products with the relevant legal provisions and standards and, if necessary, make adjustments.
28.2 The customer cannot assert any rights regarding defects in our delivery and performance to the extent that the value or fitness of the delivery and performance is only insignificantly impaired.
28.3 To the extent that the delivery or performance is defective and this has been duly notified in writing by the customer in accordance with § 377 of the German Commercial Code (HGB), we will, at our discretion, remedy the defect by subsequent delivery or repair (remedial action). For this purpose, the customer shall grant us a reasonable period of at least 10 working days.
28.4 The customer may request reimbursement of expenses necessary for the purpose of remedial action, provided that the expenses do not increase because the subject matter of the delivery has been subsequently transported to a location other than the original place of delivery, unless such transportation corresponds to its intended use.
28.5 If remedial action fails, the customer may reduce the remuneration or withdraw from the contract. However, withdrawal is only permissible if the customer expressly threatens us with withdrawal in writing, setting a reasonable additional deadline.
28.6 Claims for recourse by the customer pursuant to § 478 of the German Civil Code (BGB) exist against us only to the extent that the customer has not made any agreements with its buyer that go beyond the statutory claims for defects.
29 Liability for Damages
29.1 Unless otherwise provided below, claims of the customer - regardless of their legal basis - are excluded. Therefore, we are not liable for damages that have not occurred to the delivered goods themselves; in particular, we are not liable for loss of profit or other financial damages of the customer. To the extent that our contractual liability is excluded or limited, this also applies to the personal liability of employees, representatives, and agents.
29.2 The above limitation of liability does not apply in cases of intent or gross negligence or in case of personal injury.
29.3 If we negligently violate an essential contractual obligation, our liability for property damage is limited to the typically foreseeable damage. This limitation is limited to EUR 50,000 per case of damage and EUR 100,000 in total from the contract.
29.4 Furthermore, we are only liable within the scope of our existing insurance coverage to the extent that we are insured against the occurred damage and subject to the condition that the insurance payment is forthcoming.
29.5 In all other respects, our liability for damages is excluded.
29.6 The exclusion of liability or limitation of liability does not apply if we are legally or mandatorily liable for the violation of life, body, health, or for damages to privately used items.
29.7 The assignment of claims of the customer regulated in §§ 17, 18 paragraph (1) to (3) is excluded.
In the case of additional commissioning of assembly services, the following applies: 30.1 If we request acceptance of the performance after completion, possibly even before the agreed deadline for execution has expired, the customer must carry out the acceptance within 12 working days; a different deadline can be agreed upon. On request, self-contained parts of the performance are to be accepted separately. Acceptance can only be refused due to significant defects until they have been rectified.
30.2 If no acceptance is requested, the performance is deemed accepted upon the expiry of 12 working days after written notification of the completion of the performance. If no acceptance is requested and the customer has put the performance or part of the performance into use, acceptance is deemed to have taken place 6 working days after the start of use, unless otherwise agreed. The use of parts of a building structure for the continuation of the work does not constitute acceptance.
30.3 Reservations regarding known defects or penalties must be asserted by the customer no later than at the times specified in paragraphs 1 and 2.
30.4 The risk passes to the customer upon acceptance, unless the customer already bears it according to § 13 (1).
31 Statute of Limitations
31.1 The limitation period for claims due to defects in our deliveries and services, as well as for claims arising from our liability for damages, is one year. This does not apply if longer periods are prescribed according to §§ 438 (1) No. 2 (buildings and items for buildings), 479 (1) (recourse claims), and 634a (1) No. 2 of the German Civil Code (construction defects), as well as in cases of injury to life, body, or health, in case of willful or grossly negligent breach of duty on our part, and in cases of claims for damages under the Product Liability Act.
31.2 In the case of additional commissioning of assembly services, the warranty period for the assembly services begins with the acceptance of the performance. If there are several independently separable assembly services, the warranty period for these partial services begins with their acceptance.