These Terms and Conditions of Business always and exclusively apply to all contractual relationships between our business partners and ourselves (DURIGO). They also apply to all subsequent transactions, even if individual transactions no longer make specific reference to them.
Terms and conditions of business partners of DURIGO shall ‑not apply, even without an explicit waiver being required in individual cases.
All orders issued and purchases made by DURIGO shall – insofar as these conditions do not settle the matter – be settled solely on the basis of the legal provisions.
The place of jurisdiction and fulfilment is Bielefeld. Only German law applies, to the exclusion of the UN-CISG and other uniform laws.
Upon receipt of an invoice by the 10th of a given month, DURIGO will pay on the 20th of the month, claiming a 3% discount, or pay the net amount on the 10th of the following month.
Upon receipt of an invoice between the 11th and the 20th of a given month, DURIGO will pay on the 20th of the month, claiming a 3% discount, or pay the net amount on the 20th of the following month.
Upon receipt of an invoice between the 21st and the final day of a given month, DURIGO will pay on the 10th of the following month, claiming a 3% discount, or pay the net amount on the 30th of the following month.
In the event of goods from deliveries by the contractual party arriving early, the invoice shall be valued as of the delivery date agreed with DURIGO. The valuation date shall be the date of receipt of the invoice.
In the case of defective goods and/or services or partial deliveries by the contractual partner contrary to the contract, the invoice shall be valued as of the date of freedom from defects and/or complete delivery. The valuation date shall be the date of receipt of the invoice.
The contractual partner of DURIGO must provide a guarantee and compensation for damages in the legally-required scope and for the legally-required duration.
C.1. Order confirmation and scope of services
The content of the corresponding contract requires written order confirmation from DURIGO, if applicable in conjunction with the specification created by DURIGO. Verbal agreements in conjunction with the conclusion of contracts made by employees of DURIGO who are not authorised to represent the company also require written confirmation from DURIGO in order to be valid.
The client must provide to DURIGO all information and documents which are required or useful for the provision of the contractually agreed services. If a specification is created and presented to the client for examination and approval, this specification shall bindingly establish the scope of services for both sides.
Descriptions of characteristics which apply to the products and services of DURIGO may only expected of DURIGO when these descriptions
- come from DURIGO or are provided explicitly on behalf of DURIGO or
- are explicitly authorised by DURIGO or
- are public disclosures and DURIGO has been aware or should have been aware of said descriptions for four weeks and has not distanced itself from them.
DURIGO's assistants in the sense of § 434 para. 1 BGB do not include authorised dealers and clients of DURIGO acting as resellers. Adequate corrections of descriptions of characteristics in the sense of § 434 para. 1 BGB may in any case be made on the DURIGO homepage at www.durigo.de.
Descriptions of characteristics which originate from DURIGO which include measurable values must be understood to include a tolerance of ± 3%.
Any exceedance of the tolerance of ± 3% shall not automatically lead to assumption of a defect.
If the client wishes to settle the agreed services via a leasing, hire purchase or rental agreement, the client shall bear the risk that a corresponding agreement is actually concluded. Until that point the client shall remain the sole contractual partner of DURIGO.
If the client is unable to find a corresponding leasing, hire-purchase or rental agreement partner, said client's obligations under the agreement concluded with DURIGO shall remain unaffected.
DURIGO shall only owe consulting services on the basis of a separate agreement and in exchange for separate remuneration.
C.2. Trademarks / Rights of third parties
DURIGO is entitled to affix brand and trademarks. The client is prohibited from removing such marks which have been affixed by DURIGO.
The client is responsible to DURIGO for ensuring that the templates, designs, plans, texts, trademarks etc. may be rightfully used.
The type of dispatch shall be at DURIGO's discretion if a specific type of dispatch is not required or agreed.
The place of fulfilment for deliveries is DURIGO's premises even if DURIGO provides the transport itself.
If the good leaves DURIGO's premises or warehouse, the client assumes all risks.
In the case of direct deliveries ex works or preliminary suppliers, the risks shall transfer to the client upon dispatch. Insurance of the delivery shall only be arranged at the request and expense of the client.
The risk is transferred to the client with the transfer of the good to the carrier, notification of readiness for dispatch or provision on the agreed delivery date.
C.4. Delivery period
Any agreed delivery periods shall apply ex works unless something different is explicitly agreed. Such delivery periods shall begin at the time stated in the order confirmation, at the earliest, however, when the documents, approvals, calls and shipping addresses to be provided by the client are present, all details of the order have been clarified and the client has provided any partial payments and/or securities.
If a delivery period is agreed, this shall be extended accordingly if the client is delayed in the provision of the documents, authorisations, shipping address, partial payments or securities to be provided.
If a delivery date is agreed, this shall be delayed accordingly if the client is delayed in the provision of the documents, authorisations, shipping address, partial payments or securities to be provided.
A corresponding delay of delivery dates or extension of delivery periods shall also take place if the requirements for the services to be provided by DURIGO, which are to be fulfilled by the client or a third party, are not fulfilled in due time.
If the client requests modifications to the order after its confirmation, the delivery period shall only begin upon confirmation of the change by DURIGO. Any agreed delivery date shall be delayed accordingly.
The service period shall be extended accordingly upon the occurrence of unforeseen obstacles which DURIGO is unable to avoid in the circumstances despite taking due care, i.e. a total or partial failure of subcontractors for which DURIGO is not responsible.
A claim for damage compensation in place of service or for damage compensation due to delay is excluded for cases under Section C.4.03 if DURIGO immediately informs the client of the obstacles to service.
The same shall apply for fixed deadline transactions.
Any damage compensation to be paid by DURIGO for delay is limited to the predictable damage typical for the contract caused by at least gross negligence.
C.5. Partial deliveries
DURIGO is entitled to make partial deliveries.
If DURIGO exercises this right, payments may not be withheld by the client for this reason.
The list prices valid on the day of delivery shall apply.
The prices shall apply, unless something different is agreed, from its premises, ex works and/or ex warehouse.
If packaging is required, this shall be invoiced at cost price and may not be returned.
Prices, as well as costs, must be considered plus applicable VAT.
If cost factors change after order confirmation, in particular the prices for raw or auxiliary materials as well as wages and transport costs, we may carry out a corresponding adjustment of the prices if there is a period of more than 4 months between order confirmation and delivery.
C.7. Payment conditions
Payments are due to DURIGO at the latest 10 days after the invoice date. As soon as this date is passed, the debtor enters into default.
If the client enters into default, DURIGO may demand default interest of 10% over the base rate. Demonstration of and claims for further damages shall remain unaffected.
The place of fulfilment for payments is the place of business of DURIGO.
The client may only offset against undisputed or legally-confirmed claims.
Except in cases under C.7.04, the client shall have no right of retention.
Rights under § 320 BGB shall be maintained so long as and to the extent that DURIGO fails to fulfil its warranty obligations.
If DURIGO accepts cheques as payment, this shall only occur for the sake of fulfilling the service.
Payment through exchange is excluded; exchanges are not accepted by DURIGO for payment. If DURIGO exceptionally accepts an exchange on the basis of a specific agreement, this shall only occur for the sake of fulfilling the service.
Exceptionally accepted exchanges must be eligible for discounts. Discount charges and other costs shall be borne by the client and are due immediately upon invoicing without deductions.
In the case of an exceptionally-agreed settlement via exchange, DURIGO may, without it needing to be agreed separately, demand immediate payment of all open, even not-yet-due, otherwise unobjectionable receivables if invoiced discount charges are not paid within 8 days, received exchanges are not discounted by our bank, discounted exchanges are charged back or an exchange is not redeemed.
The same shall apply if a client's cheque is not redeemed or if, in the case of an agreed instalment plan, an instalment enters into default.
If, after the conclusion of the contract, the client – should the conclusion of the contract require a letter of intent from the client following the last letter of intent from DURIGO aimed at the conclusion of the contract – experiences a significant deterioration in its financial situation, i.e. if an exchange and/or cheque protest occurs, DURIGO may demand either pre-payments or the provision of securities for all remaining services and deliveries under the same legal relationship (§ 273 BGB) at DURIGO 's discretion. If the client does not fulfil this demand, DURIGO may withdraw from the corresponding contracts or, after setting a notice period, demand compensation for damages in place of the service totalling 25% of the un-executed order amount, even without documentation, so long as the client does not demonstrate lower damages.
Only if, exceptionally, unusually higher damages apply in a particular case may DURIGO demand compensation for damages in excess of the aforementioned fixed rate.
C.8. Obligations of examination and notification of defects
Deliveries from DURIGO, including drawings, execution plans and the like, must be immediately examined by clients upon receipt for their usability and correctness.
Clear defects must be immediately notified to DURIGO with a detailed description of the specific complaints, at the latest within 6 days following arrival at the final destination.
In the case of direct delivery of the good to a third party, the defect notification period shall be extended by 7 days.
The client must also report hidden defects in writing upon discovery, at the latest however within 30 days following arrival of the good.
If the client does not fulfil its obligations listed in sections C.8.01 to C.8.04, any warranty claims shall be excluded. This shall not apply in cases of injury to life, body or health arising from a wilful or negligent breach of obligations on the part of DURIGO or of a legal representative and/or vicarious agent of DURIGO. It shall also not apply if any other damage arises from wilful or gross negligence.
The following warranty limitations shall not apply in cases of injury to life, body or health arising from a wilful or negligent breach of obligations on the part of DURIGO or one of its legal representatives and/or vicarious agents. They shall also not apply if any other damage arises from wilful or gross negligence on the part of DURIGO or a vicarious agent.
The warranty period shall be 12 months. Any liability and warranty is excluded for insignificant breaches of obligations and immaterial defects. If the client has a right to supplementary performance, DURIGO shall decide whether the supplementary performance shall entail remedy of the defect or delivery of a defect-free replacement.
Work on items delivered by DURIGO or services otherwise provided by DURIGO shall only be considered work to remedy defects or supplementary performance
insofar as the deficiency has been explicitly recognised by DURIGO
or insofar as claims for defects have been demonstrated
and insofar as these demonstrated claims for defects are justified.
In the absence of these requirements, such works are to be considered special services.
Any other remediation of defects or replacement deliveries by DURIGO shall be considered a special service if they do not take place in recognition of a legal obligation.
If works or replacement deliveries provided by DURIGO limit or interrupt a warranty period, such a limitation or interruption shall only apply to the functional unit affected by the replacement delivery or remediation.
The client must grant DURIGO the required time and opportunity to carry out the remediation of defects and replacement deliveries owed under the warranty. The client shall only have the right to remedy the defect itself or through third parties, and subsequently request remuneration of the corresponding costs from DURIGO, in urgent cases endangering operational safety and to avoid disproportionately larger damages, in which case DURIGO must be informed immediately, or if DURIGO is delayed in the remediation of a defect.
Insofar as a supplementary performance to be provided by DURIGO has not led to remediation of the defect following a number of attempts to be established in each individual case, the client shall be entitled to withdraw from the contract. A minimum of three attempts at supplementary performance is reasonable. The number of attempts at supplementary performance after which the client has a right of withdrawal shall be based on the relevant functional unit of the object of the contract. Regardless of whether or not it is the same functional unit of the object of the contract which is affected, the client shall have a right of withdrawal when the number of individual defects makes the continuation of the contract by the client unreasonable.
If DURIGO declines to provide supplementary performance despite a corresponding right to supplementary performance on the part of the client, the client shall immediately be entitled to a right of withdrawal.
The same shall apply if DURIGO has not carried out a supplementary performance to which DURIGO is entitled within an appropriate extension period to be established by the client.
The client shall only have a right to a reduced price with the approval of DURIGO.
Any further claims of the client shall be excluded.
No warranty is provided for damages which are not DURIGO's responsibility. This includes, for example, damage from the following causes: unsuitable or improper use, incorrect assembly or operation by the client or third parties, natural wear, incorrect or negligent handling, unsuitable operating materials or substitute materials or chemical influences, if these are not DURIGO's responsibility.
DURIGO provides no warranty for components provided by the client.
The client is solely responsible for the suitability and quality of such components unless something different has been explicitly agreed.
In the event that the good delivered by DURIGO is installed outside the location of the client's head office despite the fact that the corresponding contract was concluded with a branch or main office of the client located in Germany, the client shall bear all additional costs resulting from the fact that any warranty measures to be provided by DURIGO incur transport costs, travel costs and other expenses which go beyond the borders of Germany.
If DURIGO arranges third party services on behalf of and at the expense of the client, said third party shall be solely responsible. Unless something different is agreed, DURIGO shall provide no advice regarding the selection of third party services by the client. If the client requests advice in this regard, this shall only be provided on the basis of a separately-concluded agreement and in exchange for compensation.
C.10. Damage compensation
Limitations of liability in these terms and conditions of business shall not apply to damages from injury to life, body or health and to damages caused by the wilful or gross negligence of DURIGO, a legal representative or vicarious agent.
They shall also not apply in the event of a breach by DURIGO, a legal representative or vicarious agent of an obligation the fulfilment of which is necessary for the proper execution of the contract concluded with the client and on which the fulfilment of which the client may regularly rely.
If, in other cases, DURIGO is obliged to provide damage compensation, it shall be liable according to the following provisions only for direct damages to the delivered object itself.
If DURIGO is obliged to provide damage compensation, it shall be liable only for direct damages under the following provisions, and thus not for damages which are not caused to the delivered object itself.
Liability for consequential damage arising from violations of obligations, including in the context of an obligation of supplementary performance, is excluded.
The same shall apply to damages from unauthorised use.
In addition to the provisions above, DURIGO shall be liable for damages in excess of the damages cause to the delivered object itself only in cases of wilful or gross negligence, in the context of the Product Liability Act, as well as in the absence of expressly-guaranteed characteristics if this guarantee was precisely intended to protect the client against damages not caused to the delivered object itself.
DURIGO is only liable for reasonably-predictable damages typical for the contract, except in the case of wilful or gross negligence.
C.11. Call orders
If call orders are not placed within 4 weeks following the end of the agreed call period, DURIGO shall be entitled to demand payment.
The same shall apply for call orders without any specific agreed call period if 4 months have elapsed without a call since receipt of the readiness for dispatch.
C.12. Storage / Default in acceptance
If a limited-time storage of finished goods by DURIGO is expressly agreed or if storage becomes necessary due to a default in acceptance, DURIGO shall not be liable for damages which occur despite due care.
DURIGO is also not obliged to insure stored goods.
In the case of a default in acceptance, DURIGO is entitled to store the good in a commercial warehouse at the client's risk and expense.
In the case of storage on its own premises, DURIGO may invoice 0.5% of the invoice amount, with a minimum amount of €25.00, per month.
The two preceding sections shall also apply in the event that shipping is delayed by a minimum of 2 weeks past the notification of readiness to dispatch at the client's request.
If, despite the setting of a deadline, the client does not accept the goods, DURIGO shall be entitled, regardless of the demonstration of actual damages, to demand 20% of the agreed price as a fixed fee. The client nevertheless retains the right to demonstrate a lower percentage rate.
C.13. Retention of title
Any deliveries from DURIGO take place subject to retention of title.
This reservation and the expansion below shall apply until the payment of all claims arising from the business relationship with the client and until complete release from any contingent liabilities which DURIGO has entered into in the interest of the client and which are related to the delivery.
The delivered objects may not be pledged.
DURIGO is entitled to demand the return of the retained good for cause, in particular in the case of payment default and to offset the proceeds of sale, without this being considered a withdrawal from the contract.
A requirement for this is that DURIGO has threatened to demand the return subject to a period of 7 days set by the client. This notice period may occur at the same time as the warning.
If, and to the extent that, the recovered good may be re-sold as new by DURIGO to another purchaser in the course of regular business, the client shall, even without any documentation, owe 25% of the invoice value of the good as a return fee. If sale as new in the course of regular business is not possible, the client shall, even without any documentation, owe 25% of the invoice value of the good as loss in value. The client nevertheless retains the right to demonstrate a lower percentage rate.
DURIGO reserves the right to claim for other, more extensive damages.
The handling and processing of good delivered by DURIGO shall in any case take place on behalf of DURIGO, meaning that good remains the property of DURIGO in any state of handling and processing and as a finished good, to the exclusion of the consequences of §950 BGB. If the retained good is processed using other items also delivered to the exclusion of the legal consequences of § 960 BGB, DURIGO shall acquire at least co-ownership of the new item on the basis of the ratio of the invoice value of DURIGO's goods to the invoice value of the other processed items.
The client hereby cedes all claims form the re-sale, processing, installation and other use of our goods to DURIGO in advance. If the product sold, processed or installed by the client includes items which are not the property of the client and the other suppliers have also agreed a retention of ownership with sales clause and prior cession, the cession shall take place in the amount of the ownership percentage of DURIGO corresponding to the fraction of the claim, otherwise in the total amount.
The authorisation of recovery which the client retains despite the cession shall in any case expire by cancellation at any time.
If the value of the securities provided to DURIGO exceeds DURIGO's claims against the client by 50% for the delivery of goods or by 20% for other services, DURIGO shall be obliged, at the client's request, to release corresponding securities of DURIGO's choice.
C.14. Place of service and fulfilment
The place of service and fulfilment for the services to be provided by DURIGO shall always be the premises of DURIGO.
The place of fulfilment for deliveries is DURIGO's premises even if DURIGO provides the transport itself.
All headings in DURIGO's terms and conditions of business are solely intended for improved legibility and have no influence on the meaning and interpretation of the individual provisions.
Written declarations of intent and awareness in the sense of DURIGO's terms and conditions of business also include statements transferred in text form (i.e. via fax or e-mail).
Delivery dates refer to a time, whether a specific day or a calendar week etc., on which the delivery must occur.
Delivery periods refer to the period within which a delivery must take place.
Delivery time is the overall term for delivery dates and periods.
C.17. Special conditions
In addition to the aforementioned General Terms & Conditions of Service, the corresponding special conditions of DURIGO shall also apply insofar as they agree.
D.1 Object of the contract
These special conditions for Internet transactions shall apply for contracts which the client concludes with DURIGO as supplier via the DURIGO Internet shop at www.durigo.de/shop.
D.2 Contractual partner
The DURIGO Internet shop is solely intended for commercial business transactions and not for the purchase of consumer goods. The products available via the Internet shop are intended solely for businesses in the sense of § 14 BGB.
D.3 Contractual conditions / GT&C
For purchases via the DURIGO Internet shop, DURIGO may require that the client have e-mail access via which to receive the contractual conditions. The current version of the General Terms & Conditions of Business, which form a fundamental part of the contracts with DURIGO concluded for Internet transactions, are available to the client for viewing or download in PDF format.
The client is bound by an order placed online for a period of 14 days. He shall immediately receive confirmation via e-mail that the order has been received and – insofar as DURIGO accepts the order – an order confirmation within this commitment period.
D.4 General Terms and Conditions of Business
The General Terms and Conditions of Business of DURIGO shall also apply.
E.1 Object of the contract
These special conditions apply to assembly services provided by DURIGO for the client.
E.2 Execution. Settlement according to cost
Assembly work is generally settled using an hourly log. Fixed assembly prices may be agreed under certain circumstances for completed contract awards and project transactions.
Additional time and expenses required by obstacles on the client side shall be borne by the client and shall be settled separately on an hourly basis and according to the additional material required.
DURIGO is entitled to contract third parties to carry out the assembly.
DURIGO assembly technicians are not entitled to carry out assembly contrary to DURIGO 's assembly instructions. Deviations require consultation and written approval from DURIGO.
E.3 Requirements to be fulfilled by the client
The assembly requirements listed below must be fulfilled by the client at its cost. If specific resources are listed (forklift etc.), clarification of this shall be sought ahead of time if necessary.
a.) The assembly area must be empty and swept clean.
b.) The assembly area must have a minimum temperature of 10° Celsius and a maximum temperature of 30° Celsius.
c.) The assembly area must be sufficiently lit.
d.) The area must be in a state permitting the assembly technicians to immediately begin and carry out the work.
e.) Electrical power connections must be provided free of charge within a distance of 30 m.
f.) If required for the assembly, a forklift (generally 1.5 tonnes) must be provided, if applicable with a working platform conforming to the UVV.
g.) If required for the assembly, a powered assembly lifting platform, rolling scaffolding or other equipment must be provided.
h.) The condition of the floor must correspond to DIN18202 Point 4, Table 3, Line 3 (level tolerances for finished floors)
i.) The assembly material must be available in direct proximity to the assembly site (not on the assembly spot itself).
j.) A suitable lockable room must be available in direct proximity for tools and equipment.
k.) A sufficient number of washrooms must be located within a reasonable distance.
l.) The assembly manager must inform the assembly technicians contracted by DURIGO regarding applicable in-house safety measures and regulations of the client prior to the beginning of assembly work.
If the client does not provide the equipment listed in
f.) or g.), DURIGO may arrange rented equipment. The client must provide this information in due time. DURIGO shall invoice the arrangement of the equipment at the rates applicable at DURIGO.
If the client provides assistants to work under the instructions of the assembly manager contracted by DURIGO, these assistants must be insured according to legal regulations. DURIGO accepts no liability for these assistants.
E.4 Unloading and internal transport
The client is responsible for the unloading and transport of the materials to the assembly location.
E.04.02If these services are carried out by the assembly technicians contracted by DURIGO, the latter shall settle this separately at an hourly rate. In this case as well, the client must provide lifting tools and the forklift free of charge. E.03.03 applies accordingly.
E.5 Costs. Additional expenses
Upon request, the client will receive a current list of applicable prices from DURIGO.
E.05.01Work carried out at an hourly rate will be invoiced at the applicable rates used by DURIGO.
E.05.02The assembly times stated by DURIGO are non-binding guidelines as unexpected difficulties and circumstances may lead to delays.
E.05.03Work which the client requests in addition to the agreed scope of assembly must be confirmed for the assembly manager on the hourly log and shall be invoiced separately.
E.05.04If the assembly is delayed for reasons which are the responsibility of the client, any additional expenses, i.e. for repeated travel to the location, travel times and expenses, shall be borne by the client.
This shall always apply when the corresponding risk lies in the client's area of responsibility. This is the case, for example, if the requirements for assembly listed in Section E.3. are not fulfilled due to the behaviour of a third party.
The client must confirm approval of the system for the assembly manager on the hourly log.
Regardless of this, operation of the system shall be considered approval.
E.7 General Terms and Conditions of BusinessThe General Terms and Conditions of Business of DURIGO shall also apply.