General Terms and Conditions (GTC)
General Terms and Conditions (GTC) for use in business transactions with companies
§ 1.0 Note
§ 1.1
All deliveries and services provided by fireedge as well as offers, order confirmations and invoices are based on these General Terms and Conditions. Their validity can only be
be excluded in whole or in part by express agreement in the individual business transaction.
§ 1.2
General terms and conditions of contract and business, in particular the customer's terms and conditions of purchase, shall not apply to fireedge's deliveries and services unless fireedge expressly recognizes them in writing. They shall not be binding on fireedge even if fireedge does not specifically object to them in individual cases. If the customer does not object to the application of these general terms and conditions within one working week of the conclusion of the contract, these general terms and conditions of fireedge shall be deemed accepted in full and without restriction. The acceptance of fireedge's deliveries and services shall in any case include the acceptance of fireedge's terms and conditions without any reservations and the waiver of the customer's own standard terms and conditions. The same applies to the payment of the deposit and the first payment by the customer.
§ 2.0 Explanation of terms
Seller, service provider, fitter etc. within the meaning of these Terms and Conditions is always “fireedge”. “Customer” within the meaning of these GTC is always the purchaser or the service recipient.
“Goods” shall always be the subject matter of the contract that fireedge delivers to the customer or makes available for collection by the customer. “Processing” or, with regard to the goods, ‘processed’ always means the mixing, processing or combination of the goods with another movable or immovable object. “New goods” shall always mean what is newly created from the goods through processing with another movable or immovable object.
§ 3.0 General information
§ 3.1
Unless otherwise agreed, all offers are non-binding. Orders shall only become binding for fireedge with regard to the type and scope of delivery once fireedge has confirmed the order. The obligation to deliver shall only arise upon written confirmation of order acceptance. This does not include an implied order confirmation by immediate delivery. The order confirmations of fireedge are binding even without a signature. Amendments and supplements to the contracts that are concluded by the aforementioned procedure must be made in writing in all cases.
§ 3.2
fireedge reserves the right to make reasonable technical and design deviations from information in brochures, catalogs, advertising material, directories, the Internet and written documents as well as model, design and material changes in the course of technical progress and further development without this giving rise to any rights against fireedge.
§ 3.3
fireedge expressly reserves the right to make reasonable partial deliveries and to invoice them.
§ 4.0 Prices
§ 4.1
The prices resulting from the respective valid fireedge price lists are net ex works or ex warehouse and only for the quantity requested. For a period of 4 months from conclusion of the contract, the prices valid at the time of conclusion of the contract shall apply. After the expiry of 4 months from the conclusion of the contract, the prices valid at the time of delivery shall apply.
§ 4.2
For intra-Community deliveries
fireedge shall invoice without VAT if the customer has a valid VAT ID number. For domestic deliveries, VAT is invoiced at the respective statutory rate. All prices stated in fireedge's price lists are exclusive of VAT.
§ 4.3
Prices are always ex works or ex warehouse. Freight, packaging and insurance are charged separately.
Packaging shall be carried out by fireedge, taking into account the individual technical and structural characteristics of the goods.
§ 5.0 Terms of payment
§ 5.1
Payments with discharging effect can only be made directly to fireedge.
§ 5.2
Invoices for goods and services
are due immediately without deduction. Agreements deviating from this
agreements must be made in writing.
§ 5.3
In the event of default in payment, fireedge shall charge default interest on the invoice value at a rate of 8% p.a. above the applicable prime rate of the European Central Bank. The right to claim further damages remains unaffected. If the customer is in default of payment of an invoice, this shall result in all other outstanding claims of fireedge becoming due immediately.
§ 5.4
fireedge is entitled to offset payments by the customer against any older liabilities first. If costs and interest have already been incurred due to default, fireedge shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal performance. Agreed partial payments shall first be offset against services, then against accessories and finally against articles.
§ 5.5
The customer shall only be entitled to set-off if his counterclaims have been legally established or are undisputed. The customer shall only be authorized to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship. fireedge reserves the right to reject accepted bills of exchange as a suitable means of payment at any time without stating reasons and to demand immediate payment.
§ 5.6
If, after conclusion of the contract, fireedge becomes aware of circumstances that significantly reduce the creditworthiness of the client, fireedge shall be entitled to withdraw from the contract in whole or in part, at its discretion, unless the client declares its willingness to provide appropriate security.
§ 6.0 Service and installation
§ 6.1
Services and installations shall be charged by fireedge either at a flat rate or on a time and material basis (fitter and technician hours) following the corresponding order confirmation.
§ 6.2
The customer must ensure that access to the agreed installation sites is guaranteed and that the route to such sites is freely accessible. The costs for installation failures due to difficult or impossible access shall be borne by the customer, regardless of the reason.
§ 6.3
For seminars, training courses and lectures organized by fireedge, fireedge shall invoice either on the basis of a flat rate or on a time and material basis.
§ 7.0 Retention of title
§ 7.1
The delivery item shall remain the property of fireedge until all claims to which fireedge is entitled against the customer arising from the business relationship have been fulfilled.
fireedge.
§ 7.2
For the duration of the retention of title, the customer is prohibited from pledging or transferring ownership by way of security. Resale is only permitted to resellers in the ordinary course of business and only on condition that payment of the equivalent value of the delivery item is made to the customer. The purchaser must also agree with his customer that the latter only acquires ownership upon payment.
§ 7.3
The customer is permitted to process the goods with other movable or immovable objects. The processing of the goods shall be carried out for fireedge. The new goods resulting from the processing shall be stored by the customer for fireedge with the care of a prudent businessman. In the event of processing with other items not belonging to fireedge, fireedge shall be entitled to co-ownership of the new goods in the amount of the share resulting from the ratio of the value of the processed goods to the value of the other processed items at the time of processing. If the customer acquires ownership of the new goods, fireedge and the customer agree that the customer shall grant fireedge co-ownership of the new goods in the ratio of the value of the goods to the value of the other processed items at the time of processing.
§ 7.4
In the event that the goods or the new goods are sold, the customer hereby assigns to fireedge by way of security its claim against the purchaser arising from the resale, together with all ancillary rights, without the need for any further special declarations. The assignment shall apply including any balance claims. However, the assignment shall only apply to the amount corresponding to the price of the delivery item invoiced by fireedge. The portion of the claim assigned to fireedge shall be satisfied with priority.
§ 7.5
If the customer combines the goods or the new goods with real estate or movable property, it shall also assign to fireedge, without the need for further special declarations, its claim to which it is entitled as remuneration for the combination, together with all ancillary rights, by way of security in the amount of the ratio of the value of the goods or the new goods to the other combined objects at the time of the combination.
§ 7.6
Until revoked, the customer shall be authorized to collect the
claims assigned in this § 7 (retention of title). The customer shall immediately forward to fireedge any payments made on the assigned claims up to the amount of the secured claim. In the event of good cause, in particular default of payment, suspension of payment, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the customer, fireedge shall be entitled to revoke the customer's authorization to collect. In addition, fireedge may, after prior warning and subject to a reasonable period of notice, disclose the assignment by way of security
and realize the assigned claims and demand that the customer disclose the assignment of security to its customers.
§ 7.7
If a legitimate interest is substantiated, the customer shall provide fireedge with the information required to assert its rights against its customer and hand over the necessary documents.
§ 7.8
In the event of seizure, confiscation or other dispositions by third parties, the customer shall notify fireedge immediately.
§ 7.9
If the realizable value of all security interests to which fireedge is entitled exceeds the amount of all secured claims by more than 10%, fireedge shall release a corresponding part of the security interests at the request of the customer; fireedge shall be entitled to choose between different security interests for the release.
§ 7.10
In the event of breaches of duty by the customer, in particular default of payment, fireedge shall be entitled to demand the return of the delivery item or the new goods and/or to withdraw from the contract, even without setting a deadline. The customer shall then be obliged to surrender the goods immediately. The demand for the return of the goods or the new goods shall not constitute a declaration of withdrawal by fireedge unless this is expressly declared.
§ 8.0 Delivery
§ 8.1
If the goods are sent to the customer or a third party at the customer's
or a third party, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch, at the latest upon leaving fireedge. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 8.2
The delivery times stated by fireedge are approximate and non-binding, unless they are expressly agreed as binding.
§ 8.3
The delivery date shall be deemed to have been met if the objects of purchase have left the factory on the specified delivery date or the customer has been notified that they are ready for dispatch.
§ 8.4
We expressly reserve the right to correct and timely self-delivery. The delivery period shall be extended accordingly in the event of unforeseen obstacles that are beyond the control and influence of fireedge. It is irrelevant here whether these occur at fireedge's plant or at corresponding subcontractors (e.g. operational disruptions, delays in the delivery of essential raw materials, lack of raw materials, etc., in particular also in the event of force majeure, government measures, non-issuance of official permits, labor disputes of any kind, e.g. riots, strikes, and sabotage). This shall also apply if unforeseen events occur during a delay that has already occurred. In this case, a deadline set by the customer shall also be extended.
§ 9 Liability
§ 9.1
fireedge shall be liable in cases of intent or gross negligence on the part of fireedge or a representative or vicarious agent in accordance with the statutory provisions. Otherwise, fireedge shall only be liable under the Product Liability Act, for injury to life, limb or health or for culpable breach of material contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract. Even in cases of gross negligence, fireedge's liability shall be limited to the foreseeable damage typical for the contract if none of the exceptional cases listed in sentence 2 applies.
§ 9.2
Liability for damage caused by the delivery item to legal assets of the customer, e.g. damage to other items, is however completely excluded. This shall not apply in cases of intent or gross negligence or in cases of liability for injury to life, limb or health.
§ 9.3
The provisions of the above §§ 9.1 and 2 shall extend to compensation for damages in addition to performance and compensation for damages instead of performance, irrespective of the legal grounds, in particular due to defects, breach of duties arising from the contractual obligation or tort. They also apply to claims for compensation for futile expenditure. However, liability for default shall be determined in accordance with § 8.
§ 9.4
A change in the burden of proof to the detriment of the customer is not permitted with the above provisions.
§ 10 Warranty
§ 10.1
Warranty rights of the customer presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with §§ 377 HGB (German Commercial Code). Should complaints arise despite the utmost care, obvious defects must be reported immediately (but at the latest within 6 working days after receipt or collection of the goods), hidden defects immediately after their discovery. Otherwise the goods shall be deemed approved.
§ 10.2
If, despite all due care, the delivered goods exhibit a defect that already existed at the time of the transfer of risk, fireedge shall, at its discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. fireedge shall always be given the opportunity for subsequent performance within a reasonable period of time.
§ 10.3
If the subsequent performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration. The customer may not demand compensation for futile expenses. The consent of fireedge must always be obtained before any return of the goods.
§ 10.4
Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear and in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences and which are not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
§ 10.5
fireedge does not guarantee that the fire protection approvals meet the customer's requirements. The warranty shall not apply if the serial number, type designation or similar markings are removed or made illegible.
§ 10.6
The assertion of claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, is excluded insofar as the expenses increase because the goods delivered by fireedge have subsequently been moved to a location other than the customer's branch office by or on the instructions of the customer, unless the transfer corresponds to their intended use.
§ 10.7
Recourse claims of the customer against fireedge shall only exist
§ 10.8
The assertion of further claims or claims for defects by the customer against fireedge and its vicarious agents other than those regulated here are excluded.
§ 10.9
Warranty claims are not transferable. Irrespective of this, fireedge shall pass on any further guarantee and warranty commitments of the manufacturer to the purchaser in full, without being liable for them itself. In the event of a warranty claim, fireedge may choose between repair or replacement.
§ 10.10
If the examination of a notification of defects shows that a warranty case does not exist, fireedge is entitled to demand reimbursement of all expenses. The costs of the inspection and repair shall be charged at the applicable service prices of fireedge.
§ 10.11
Only persons authorized by fireedge are entitled to carry out repairs on site.
§ 11.0 Statute of limitations
§ 11.1
The limitation period for claims and rights due to defects in the goods - regardless of the legal grounds - is one year. However, this shall not apply in the cases of § 438 para. 1 no. 1 BGB (defects of title in immovable property), § 438 para. 1 no. 2 BGB (buildings, items for buildings), § 479 para. 1 BGB (recourse claim of the contractor) or § 634a para. 1 no. 2 BGB (buildings or work, the success of which consists in the provision of planning or monitoring services for this). The periods specified in the above sentence 2 are subject to a limitation period of three years.
§ 11.2
The limitation periods according to § 11.1 sentence 1 shall also apply to all claims for damages against fireedge in connection with the defect - irrespective of the legal basis of the claim. Insofar as claims for damages of any kind exist against fireedge that are not related to a defect, the limitation period of § 11.1. sentence 1 shall apply to them.
§ 11.3
The limitation periods according to § 11.1 and 2 apply with the following proviso: The limitation periods generally do not apply in the case of intent.
The limitation periods shall also not apply if
fireedge has fraudulently concealed the defect or if fireedge has assumed a guarantee for the quality of the goods. If fireedge has fraudulently concealed a defect, the statutory limitation periods that would apply in the absence of fraud shall apply instead of the periods specified in para. 1, excluding the extension of the limitation period in the event of fraud in accordance with §§ 438 para. 3 or 634 a para. 3 BGB, unless another exceptional case exists in accordance with this para. 3. The limitation periods also do not apply to claims for damages in cases of injury to life, limb or health or freedom, in the case of claims under the Product Liability Act, in the case of a grossly negligent breach of duty or in the case of a breach of material contractual obligations.
§ 11.4
The limitation period for all claims shall commence upon delivery or provision for collection, in the case of work services upon acceptance.
§ 11.5
Unless expressly stipulated otherwise, the statutory provisions on the commencement of the limitation period, suspension of expiry, suspension and recommencement of time limits shall remain unaffected.
§ 11.6
A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
§ 12.0 Third-party property rights
§ 12.1
fireedge assumes no liability that the contractual products do not infringe any industrial property rights or copyrights of third parties. The customer must inform fireedge immediately of all claims asserted against it for this reason.
§ 12.2
Insofar as the delivered products were manufactured according to the customer's designs or instructions, the customer shall indemnify fireedge against all claims asserted by third parties due to the infringement of industrial property rights and copyrights. Any legal costs shall be advanced appropriately.
§ 13 Data protection
§ 13.1
The customer gives its express consent to the processing of the data that has become known to fireedge in the context of contractual relationships and is necessary for order processing.
§ 13.2
The customer also agrees that fireedge may use the data received from the business relationship with it for fireedge's business purposes within the meaning of the Data Protection Act.
§ 13.3
For the commercial processing of deliveries or services by fireedge, fireedge stores and processes personal data of the customer and uses these within the scope of the purpose of the concluded transaction.
§ 14 Subsidiary agreements
§ 14.1
All promises and agreements made between fireedge and the customer, including agreements made by telephone, telegraph or telex, which contradict or go beyond the above conditions, as well as changes of any kind, in particular to the terms of payment, require express written confirmation by fireedge if they are to apply. This applies in particular to all verbal ancillary agreements made by fireedge's sales representatives. This also applies to changes to or exclusion of our General Terms and Conditions.
§ 14.2
Should a provision in these General Terms and Conditions (GTC) or a provision in supplementary agreements be or become invalid, the remaining provisions shall remain unaffected.
§ 15.0 Place of jurisdiction
§ 15.1
These terms and conditions and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
§ 15.2
The place of performance and exclusive place of jurisdiction for all disputes - including in proceedings involving documents and bills of exchange - shall be the district court of Hanau (Hesse), Federal Republic of Germany.
§ 15.3
The above Terms and Conditions shall apply from January 01, 2022.