BOLTZE Group - General Terms and Conditions
1. Relevant conditions and scope of application
1.1. The following General Terms and Conditions of Boltze Gruppe GmbH apply to all purchase and delivery contracts concluded by us with our customers, including any ancillary agreements, provided that the customer is an entrepreneur and concludes the contract in the exercise of his commercial or independent professional activity within the meaning of § 14 BGB (German Civil Code).
1.2. The customer's terms and conditions shall only apply if and insofar as we expressly recognise them.
2. Conclusion, offers and content of the supply contract
2.1. Our offers, including the sales prices stated in our price lists, are always subject to change unless expressly labelled as binding. A delivery contract is only concluded when we confirm the customer's order or make the delivery.
2.2 Customers undertake not to contact suppliers and potential suppliers introduced by us or by companies affiliated with us directly. In the event of a culpable breach of this provision, the customer shall pay a contractual penalty in the amount of the damage typically to be expected in such a case. In addition, the customer is obliged to pay compensation for the damage incurred. The contractual penalty shall be offset against the compensation to be paid.
2.3 Customers undertake not to directly contact suppliers that we or our affiliated companies use to supply these customers. In the event of a culpable breach of this provision, the customer shall pay a contractual penalty in the amount of the damage typically to be expected in such a case. In addition, the customer is obliged to pay compensation for the damage incurred. The contractual penalty shall be offset against the compensation to be paid.
3. Delivery and transfer of risk
3.1. Deliveries are ex works (Incoterms 2010) in Braak.
3.2 The customer shall bear the delivery costs. This shall only not apply if the value of a delivery exceeds the country-specific free delivery limit specified in Annex 1 to these GTC. The free delivery limit is calculated for each individual delivery; this also applies if an order is split into several deliveries. We will generally withhold deliveries until the customer reaches the free house limit by placing further orders that are ready for delivery. If we withhold deliveries for this reason, we shall not be in default..
3.3. Our stated delivery times are non-binding and always approximate. We undertake to adhere to the stated delivery times as far as possible. Stated delivery times are not deadlines unless otherwise agreed in writing.
3.4 If the customer does not accept the goods on time, fails to co-operate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage, including any additional expenses (e.g. storage costs). In such cases, we shall charge a lump-sum compensation amounting to 0.5% of the net price (delivery value) of the goods not accepted on time for each completed week of delay, starting from the delivery date or, in the absence of a delivery deadline, from the date of notification to the customer that the goods are ready for dispatch, up to a maximum of 5% of the net price (delivery value). We reserve the right to further or other legal or contractual claims, in particular for fulfilment and/or claims for damages, but with full offsetting of the contractual penalty.
3.5. In cases of force majeure or other events that were unforeseeable at the time of conclusion of the contract, which we were unable to avert despite reasonable care taken in the individual case, regardless of whether they occurred at our premises or those of our suppliers or subcontractors (reservation of proper supply), such as war, pandemics, epidemics, natural disasters, operational disruptions, lawful strikes, lockouts or official orders, these delivery periods/dates shall be extended by the duration of the hindrance and a reasonable start-up period. If such a disruption leads to a delay in performance of more than four months, both parties may withdraw from the contract. If delivery becomes impossible or unreasonable as a result of the aforementioned circumstances for which we are not responsible, we shall be entitled to withdraw from the contract in whole or in part with regard to the part not yet fulfilled. In this case, the customer shall not be entitled to any claims for damages against us. Any statutory rights of cancellation remain unaffected by this.
3.6. If we do not have sufficient quantities available, we shall be entitled to make partial deliveries and render partial services as is customary in the trade, unless the partial delivery or partial service is unreasonable for the customer or contractually excluded.
3.7. The customer is responsible for the disposal of non-system-relevant packaging.
4. Prices/Payment
4.1. Delivery shall be made on the basis of the price lists valid at the time the contract is concluded. Unless otherwise agreed, prices are net prices in euros, excluding packaging, plus - where provided for by law in individual cases - VAT and any other taxes and duties incurred in the fulfilment of the order.
4.2. Offsetting against counterclaims of the customer or the retention of payments due to such claims is only permitted if the counterclaims are undisputed, ready for judgement or have been legally established.
4.3. Unless the parties agree otherwise in writing, all invoices for deliveries (or other services) shall be payable within 14 days of the invoice date without deduction.
4.4. If the customer is in default of payment, we shall charge interest at a rate of 8 percentage points above the current base rate of the European Central Bank per annum. We reserve the right to assert higher damages caused by default.
4.5. The customer is not authorised to assign claims arising from this contract to third parties.
5. Retention of title
5.1. The following retention of title serves to secure all our current and future claims against the customer arising from the current business relationship between the contracting parties, including all current account balance claims (hereinafter "secured claims").
5.2. All goods delivered by us shall remain our property until all secured claims have been paid in full. The goods and the goods covered by the retention of title which take their place in accordance with the following provisions are hereinafter referred to as “reserved goods".
5.3. Any processing of the reserved goods shall always be carried out on our behalf and for us as manufacturer within the meaning of § 950 BGB, without any obligation on our part. Processed goods are deemed to be reserved goods in accordance with clause 5.2. We hereby offer the customer the granting of an expectant right to the new items created by processing, combining or mixing or our co-ownership shares in these new items. The customer accepts this offer.
5.4. If reserved goods are processed, combined or mixed by the customer with goods of a different origin to form a new item or a mixed stock, we shall be entitled to co-ownership thereof in the ratio of the value of the reserved goods (final invoice amount including VAT) at the time of delivery to the value of the other processed, mixed or combined goods (final invoice amount including VAT) at the time of handling, processing, combining or mixing. The co-ownership share is deemed to be reserved goods in accordance with clause 5.2. In the event that no such acquisition of ownership should occur for us, the customer hereby transfers his future ownership or – in the above-mentioned ratio – his co-ownership of the newly created item or of the mixed stock to us as security. We accept this transfer. 5.5. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item within the meaning of § 947 BGB, the customer hereby assigns to us co-ownership of the uniform item in the ratio of the value of the reserved goods (final invoice amount including VAT) at the time of delivery to the value of the main item (final invoice amount including VAT), insofar as the main item belongs to him. We accept this transfer. The co-ownership share is deemed to be reserved goods in accordance with clause 5.2.
5.5. The customer shall store the reserved goods for us free of charge. The reserved goods may neither be pledged to third parties nor assigned as security before full payment of the secured claims has been received.
5.6. The customer is obliged to handle the reserved goods with care.
5.7. The customer undertakes to inform us immediately of our ownership in the event of seizure, confiscation or other dispositions or access by third parties to the reserved goods and to inform us of this in writing in order to enable us to enforce our ownership rights, in particular by bringing an action in accordance with § 771 ZPO (German Code of Civil Procedure). The customer shall bear all court or out-of-court costs that must be incurred to cancel the seizure and to recover the reserved goods, insofar as they cannot be collected from third parties.
5.8. The customer undertakes to inform us immediately if authorities or other holders of sovereign power take samples of our products or – in relation to our products – contact the customer. The customer is obliged within the framework of the statutory provisions to provide us with all correspondence, including any test reports, on request.
5.9. The customer is entitled to sell the delivered reserved goods in the ordinary course of business if it is ensured that his claims from the resale are transferred to us in accordance with clauses 5.10. to 5.12.
5.10. In the event of the resale of the reserved goods, the customer hereby assigns to us by way of security the resulting claim against the purchaser as well as those claims which take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims arising from unauthorised action in the event of loss or destruction, including all current account balance claims. We accept this assignment.
5.11. If the customer sells the reserved goods together with other goods not supplied by us, the assignment of the claim from the resale shall only apply to the value of our reserved goods (final invoice amount including VAT) at the time of delivery. In the case of the sale of goods in which we have co-ownership in accordance with clause 5.4, the assignment of the claim shall apply in the amount of this co-ownership share.
5.12. If there is a current account relationship between the customer and its buyer in accordance with § 355 HGB (German Commercial Code), the claim assigned to us by the customer in advance shall also relate to the acknowledged balance and, in the event of the buyer's insolvency, to the "causal" balance existing at that time.
5.13. The customer is revocably authorised to collect the claims from the resale in accordance with clauses 5.10. to 5.12. We are only entitled to revoke the direct debit authorisation in accordance with clause 5.14.
5.14. If the customer does not fulfil his obligations arising from this contract with us, in particular if he is in default of payment, then
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we may prohibit the resale, handling and processing of the reserved goods and their mixing or combination with other goods;
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we may withdraw from this contract in accordance with the general cancellation rules of § 323 BGB; in the event of withdrawal, the customer's right to possession of the reserved goods shall expire and we may demand the return of the reserved goods; we shall be entitled, after consultation with the customer, to enter the customer's premises and take possession of the reserved goods at the customer's expense and, without prejudice to the customer's payment and other obligations, to realise them as best as possible by private sale or by auction; we shall offset the proceeds of realisation against the customer's liabilities after deduction of any costs incurred; we shall pay any surplus to the customer;
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the customer must inform us upon request of the names of the debtors of the claims assigned to us so that we can disclose the assignment and collect the claims; all proceeds due to us from assignments must be forwarded to us immediately upon receipt if and as soon as claims on our part against the customer are due;
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we are entitled to revoke the direct debit authorisation issued.
5.15. If the realisable value of the securities existing for us exceeds our claims by a total of more than 10%, we shall release securities of our choice at the request of the buyer.
5.16. If the customer fulfils the objective requirements for the obligation to file for insolvency, the customer must refrain from any disposal of the reserved goods, regardless of their nature, without the need for a corresponding request. The customer is obliged to notify us immediately of the stock of goods subject to retention of title. In this case, we are also entitled to withdraw from the contract and demand the return of the reserved goods. If the reserved goods have been processed, handled, blended, mixed or combined with other products, we are entitled to demand that they be handed over to a trustee. The customer is obliged to provide the company name or name, address and co-ownership share of all co-owners of the reserved goods. The same shall apply mutatis mutandis to claims assigned to us in accordance with the above paragraphs. In addition, the customer must send us a copy of the names and addresses of all debtors and the documents supporting the claims against them without being requested to do so.
6. Product documentation, advertising materials and rights of use
6.1. Information and advice as well as documents, illustrations, drawings, details of performance, weights and dimensions in our catalogues, product sheets and on the website regarding our products are based on our previous experience. They are reproduced as accurately as possible. However, these are only average values, particularly with regard to the possible applications of our goods. Such information does not constitute a description of the quality of the goods unless the information is expressly designated as binding. We reserve the right to make improvements and dimensional changes to the extent customary in the trade and reasonable for the customer.
6.2. All documents, article information, photographs and objects, such as drawings, texts, logos, illustrations, images/photographs, samples or models (hereinafter referred to individually and collectively as “materials"), which we provide to the customer in connection with our offers, shall remain our property. We are entitled to the trademark rights as well as copyrights and related property rights to these documents and objects within the meaning of the German Copyright Act. The customer is only authorised to disclose or publish the materials made available to him to third parties in accordance with clause 6.3. or with our prior written consent.
6.3. Our customers are entitled to use the materials that we make available to them for the presentation and advertising of individual goods from the time of ordering the respective goods and exclusively for the sale and advertising of the corresponding goods purchased from us. Under these conditions, the customer may also make the materials available for use on sales platforms (such as Amazon). Unless otherwise agreed in writing in an individual contract, the customer's right to use the materials shall end 3 months after the sale of the last goods by the customer or termination of the range of goods. Changes to the product photos and logos provided for retrieval are only permitted with our prior consent.
7. Guarantee
7.1. We guarantee the faultless manufacture of the goods supplied by us in accordance with the agreed technical delivery specifications. We do not provide any guarantees unless they have been expressly agreed.
7.2. The customer must carefully inspect the delivered goods immediately upon arrival at the place of destination, even if samples or specimens were previously sent. Obvious defects must be reported to us immediately, at the latest seven working days after delivery. Hidden defects must be reported to us immediately, at the latest seven working days after discovery. If the defect was already recognisable to the customer at an earlier point in time during normal use, this earlier point in time shall be decisive for the start of the period for giving notice of defects.
7.3. At our request, the rejected goods must be returned to us carriage paid. In the event of a justified complaint, we shall reimburse the costs of the most favourable shipping route; this shall not apply if the costs increase because the goods are located at a place other than the place of intended use.
7.4. In the event of a defect notified in good time, the customer shall be entitled, at our discretion, to rectification of the defect or delivery of a defect-free item ("subsequent fulfilment"). Subsequent fulfilment shall take place at the place of the original delivery; it shall be deemed to have failed after three unsuccessful attempts at the earliest. We shall bear the expenses necessary for the purpose of subsequent fulfilment, in particular transport, travel, labour and material costs, if a defect actually exists.
7.5. Warranty claims shall not be considered for defects caused by unsuitable and improper use, faulty assembly or commissioning by the customer or third parties, normal wear and tear, faulty or negligent handling. If the quality of the delivered goods deviates only insignificantly from the agreed quality, the customer may not withdraw from the contract. The warranty shall lapse if the customer modifies the delivery item or has it modified by a third party without our consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs of remedying the defect resulting from the change.
7.6. In the event of defects in components from other manufacturers which we are unable to rectify for licence or factual reasons, we shall, at our discretion, assert our warranty claims against the manufacturers and suppliers for the customer's account or assign them to the customer. Warranty claims against us for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions if the legal enforcement of the aforementioned claims against the manufacturer or supplier was unsuccessful or is futile, for example due to insolvency.
7.7. The warranty period shall be one year from delivery or, if acceptance is required, from acceptance.
7.8. The customer shall only be entitled to claims for damages due to defects insofar as our liability is not excluded or limited in accordance with clause 8. Further claims or claims other than those regulated in this clause 7 due to a defect are excluded.
8. Liability
8.1. We shall only be liable for gross negligence and wilful intent and for a breach of material contractual obligations, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may regularly rely ("cardinal obligation").
8.2 In the event of a slightly negligent breach of a cardinal obligation, our liability shall be limited to damages that were foreseeable at the time of conclusion of the contract and were typical for the contract.
8.3. Insofar as our liability is limited or excluded, this shall also apply to the liability of our employees, representatives or vicarious agents.
8.4. The aforementioned limitations or exclusions of liability shall not apply in the event of fraudulent concealment of defects, the assumption of a guarantee or a procurement risk, for liability under the Product Liability Act or for physical injury (injury to life, limb or health).8.5. With the exception of claims in tort, claims for damages by the customer for which liability is limited under this provision shall become time-barred one year after the start of the statutory limitation period.
9. Place of fulfilment, applicable law and dispute resolution
9.1. The place of fulfilment for all delivery and payment obligations is our registered office, unless otherwise stated in the order confirmation.
9.2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Intergovernmental or international agreements at the disposal of the parties shall not apply to this legal relationship.
9.3. The place of jurisdiction for all disputes arising from or in connection with the delivery transaction shall be our registered office if the customer is a merchant or has no general place of jurisdiction in Germany. However, we reserve the right to sue the customer at his general place of jurisdiction. Statutory regulations on exclusive responsibilities remain unaffected.
9.4. Notwithstanding clause 9.3., if the customer is domiciled outside the European Economic Area (EEA) and the European Free Trade Association (EFTA), all disputes arising in connection with the contract or its validity shall be settled in accordance with the Arbitration Rules of the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit e.V. – DIS), with the exclusion of ordinary legal recourse. The place of arbitration is Hamburg and the language of the proceedings is German.
10. Final provisions
10.1. The legal relationship between the customer and us shall be governed solely by the contract concluded in writing, including these General Terms and Conditions of Sale. This fully reflects all agreements between the contracting parties at the time the contract was concluded. Any oral or written agreements or conditions made prior to the conclusion of this contract as well as other pre-contractual correspondence and proposals shall be superseded by this contract unless it is expressly stated in each case that they shall continue to be binding.
10.2. Transactions with entrepreneurs shall be treated in the same way as transactions with legal entities under public law and special funds under public law.
10.3. Should any provision of this contract be or become invalid in whole or in part, the invalidity of this provision shall not affect the validity of the remaining provisions of this contract. The invalid provision shall be replaced by a legally valid provision that comes as close as legally permissible to the economic purpose of the invalid provision.
BOLTZE GRUPPE GmbH - Alte Landstr. 42 - 22145 Braak – May 2024
Annex 1 Country-specific free delivery limits
Nr. | Countries in ENG | Countries in GER | free delivery limit |
1 | Austria /EU | Österreich /EU | 500 € |
2 | Germany | Deutschland | 500 € |
3 | Switzerland | Schweiz | 750 € |
4 | Other countries | übrige Länder | country-specific delivery conditions |