General Terms and Conditions for Purchase and Work Contracts of Blossom-ic-intelligent controls AG
§1 Scope of the General Terms and Conditions
The General Terms and Conditions (GTC) of Blossom-ic-intelligent controls AG apply exclusively to all business relationships with companies. Contrary or deviating terms and conditions are not recognized. Deliveries, services, and offers from Blossom-ic-intelligent controls AG are made exclusively on the basis of these GTCs, which also apply to all future business relations, even if they are not expressly agreed upon again.
§2 Conclusion of Contract
1. Offers contained in brochures, advertisements, etc., are non-binding and subject to change. Blossom-ic-intelligent controls AG commits to specially prepared offers for ten calendar days.
2. If the customer submits a binding offer for the conclusion of a purchase/work contract, they are bound by it for 14 days.
§3 Prices, Price Changes
1. Legal VAT is not included in prices and is shown separately on the invoice. The legal tax rate applicable on the date the invoice is issued is also specified on the invoice.
2. Prices do not include packaging or travel costs.
3. Cost estimates are chargeable by agreement. Claims for remuneration or purchase price expire after five years.
§4 Delivery Times
1. Delivery dates or deadlines, whether binding or non-binding, must be in writing.
2. If Blossom-ic-intelligent controls AG is responsible for delivery delays, the customer must set a two-week grace period in writing, starting upon receipt.
§5 Shipping and Transfer of Risk
1. The risk is transferred to the customer as soon as the shipment is handed over to the person carrying out the transport or has left the premises of Blossom-ic-intelligent controls AG for dispatch. If the dispatch is delayed at the customer's request, the risk is transferred upon notification of readiness for shipment.
2. Upon request, deliveries will be insured on behalf and at the expense of the customer.
3. Shipping within Germany: €12.00 handling and packaging costs. Free shipping for net goods value over €500.00 within Germany.
§6 Warranty (Purchase Contract)
1. The customer must comply with their obligations under §377 of the German Commercial Code (HGB) regarding inspection and complaint. In particular, the customer must inspect the goods immediately after delivery in the ordinary course of business and notify Blossom-ic of any obvious defects within 14 days. If the customer fails to do so, the goods are deemed approved. Hidden defects must be reported immediately upon discovery.
2. Warranty claims for newly manufactured goods expire after one year. For used goods, the warranty is excluded as far as legally permissible.
3. If there is a defect, Blossom-ic may choose between rectifying the defect or supplying a non-defective item.
4. If the rectification fails, the customer may reduce the purchase price or withdraw from the contract.
5–8. Liability clauses covering damages, breach of duties, product liability, injury to life, body, or health.
6. Blossom-ic-intelligent controls AG shall be liable in accordance with legal provisions if it breaches an important obligation arising from the contract due to a culpable act. Essential contractual obligations are those that are necessary for the reasonable performance of the contract and on which the contracting party regularly relies and depends. In cases of property damage and financial loss resulting from negligence, liability for compensation is limited to damage that was foreseeable at the time the contract was entered into and is specific to the type of contract.
7. Liability remains in cases of injury to life, limb or health. This also applies to mandatory liability under the Product Liability Act or when assuming a guarantee.
8. Unless otherwise specified above, liability is excluded.
§7 Warranty Claims (Work Contract)
1. In the event of material defects, Blossom-ic-intelligent controls AG shall be entitled, at its discretion, to remedy the defects or to provide compensation in the form of new production.
2. If Blossom-ic-intelligent controls AG seriously and definitively refuses to perform the work, refuses to remedy or compensate for deficiencies due to disproportionate costs, or if compensation is unsuccessful or unacceptable to the customer, the customer may, at their discretion, only request a reduction in price or withdraw from the contract and claim material compensation within the framework of liability limitation in accordance with paragraphs 5-8 of Article 6 instead of performance of the service. However, in the case of a minor breach of obligation, particularly minor deficiencies that result in minor functional or aesthetic defects, the customer has no right of withdrawal.
3. The customer shall not have the right to withdraw from the contract if he/she is solely or largely responsible for the circumstances giving rise to the right of withdrawal.
4. The customer's rights arising from defects shall expire one year after the date of acceptance of the work/repaired item. The short limitation period shall not apply in the event of gross negligence on the part of Blossom-ic-intelligent controls AG or if Blossom-ic-intelligent controls AG is responsible for the customer's physical injury, damage to health or loss of life.
5. Other rights and claims remain unaffected in cases of fraudulent concealment of defects or the granting of a quality guarantee.
6. Blossom-ic-intelligent controls AG does not provide any guarantees in the legal sense. In addition, the limited liability provisions in paragraphs 5-8 of Article 6 apply.
§8 Retention of Title
1. Blossom-ic-intelligent controls AG retains title to the delivered goods (reserved goods) until all claims against the customer to which blossom-ic-intelligent controls AG is or will be entitled for any legal reason have been satisfied in full. The customer may not dispose of the reserved goods.
2. If third parties, in particular bailiffs, gain access to goods subject to retention of title, the customer must indicate that the goods are the property of Blossom-ic-intelligent controls AG and immediately notify Blossom-ic-intelligent controls AG so that it can exercise its rights of ownership. If the third party is unable to cover the judicial and extrajudicial costs incurred by Blossom-ic-intelligent controls AG in this context, the customer shall assume responsibility.
3. In the event of a breach of contract by the customer – in particular in the event of default in payment – Blossom-ic-intelligent controls AG shall be entitled to take back goods subject to retention of title at its own expense. The taking back and seizure of goods subject to retention of title by Blossom-ic-intelligent controls AG shall not be deemed a withdrawal from the contract.
§9 Payment
1. Invoices from Blossom-ic-intelligent controls AG are payable without discount.
2. Blossom-ic-intelligent controls AG reserves the right not to accept cheques or bills of exchange. Acceptance is always subject to payment. Discounts and bill charges are borne by the customer and are payable immediately.
3. Blossom-ic-intelligent controls AG may, notwithstanding any provisions to the contrary on the part of the customer, first offset payments made against the customer's older debts and inform the customer of the type of offsetting. If expenses and interest have already been incurred, Blossom-ic-intelligent controls AG may first offset the payment made against the expenses incurred, then against the interest and finally against the principal debt.
4. The customer shall only be entitled to offset counterclaims that have been legally established, are undisputed or recognised by Blossom-ic-intelligent controls AG. In addition, the customer shall be entitled to exercise a right of retention if the counterclaim is based on the same contractual relationship.
§10 Jurisdiction
1. If the customer is a registered trader (Vollkaufmann), Blossom-ic Intelligent Controls AG's headquarters shall be deemed the place of jurisdiction.
2. The laws of the Federal Republic of Germany apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
3. Unless otherwise specified in the order confirmation, the place of performance shall be the registered office of Blossom-ic-intelligent controls AG.
Memmingen, July 2022