General terms and conditions

Company StolComfort GmbH

1. Scope of application

1.1 These terms and conditions apply to industry, commerce, trade, self-employed persons and legal entities under public law.

1.2 The company StolComfort GmbH, represented by the managing director Mr. Karsten Vogel, sells exclusively under these conditions of sale, which you accept with your order. Deviating conditions of the customer will not become part of the contract, even if we do not expressly contradict them. Deviating terms and conditions shall only apply if and insofar as they have been confirmed by us in writing.

2. Conclusion of contract

2.1 Descriptions, offers, cost estimates and other communications prior to the conclusion of the contract are subject to change and non-binding for us.

2.2 An order placed with us shall not be deemed accepted until we have confirmed acceptance of the order in writing by sending an order confirmation. We reserve the right to confirm the order by e-mail or fax.

2.3 We reserve the right to refuse acceptance of orders. This also applies to ongoing business relations.

2.4 We reserve the right to deviations in structure and colour in relation to a seen exhibit or illustrations in catalogues, price lists, etc., insofar as these lie in the nature of the materials used (leather, textile products) or are customary in the trade.

2.5 We reserve the right to make design or shape changes which involve the improvement of the technology as an object, provided that the delivery item is not substantially changed and the changes are reasonable for the customer.

3. Prices and terms of payment

3.1 All prices are within the Federal Republic of Germany plus the statutory value added tax but excluding transportation costs to you. The flat-rate costs for freight and packaging are € 25,- net per swivel chair delivered. Deliveries abroad are calculated individually. No freight and packaging costs will be charged for test positions.

Unless otherwise stated, the prices quoted refer to one piece at a time. Decoration material used in the illustrations is not included in the price.

3.2 The prices do not include the costs for distribution and transportation to the customer's place of use.

3.3 Payment shall be made against invoice within 30 days of delivery without deduction of discount. Other terms of payment require the prior consent of the representatives of StolComfort GmbH.

3.4 If the customer defaults on a payment or if we receive unsatisfactory information about his solvency, we are entitled to discontinue further order processing for current orders and to demand an advance payment or security. If the customer does not comply with this obligation within a reasonable period, we shall be entitled to terminate the contract. The customer must then pay the costs incurred to date plus lost profit.

3.5 In the event of default, we shall be entitled to charge the customer interest at a rate of 13 % p.a..

4. Delivery time, default of delivery, default of acceptance

4.1 All stated delivery times take into account the statements of our suppliers and logistics partners and are reproduced to the best of our knowledge. After placing the order, the customer shall in any case receive a written order confirmation in which the expected delivery date is again confirmed. If the delivery periods or dates are then culpably not met, the customer is entitled to claim damages after a reasonable grace period.

4.2 Our liability for damages due to delay in case of slight negligence is limited to an amount of 30% of the foreseeable damage. Further claims for damages shall only exist if the delay is due to an intentional or grossly negligent breach of duty by us or one of our legal representatives or vicarious agents.

4.3 A delivery period or delivery date shall not be binding if the customer requests changes after order confirmation and we subsequently modify the delivery item or place of delivery.

4.4 Should we be prevented from delivering as a result of force majeure or other unforeseeable, extraordinary circumstances through no fault of our own, such as operational disruptions, strikes, lock-outs or delays in the delivery of essential materials, insofar as such hindrances can be proven to have a considerable influence on the delivery of the delivery item, we shall be entitled to deliver after removal of the hindrance. This shall also apply if the circumstances occur at suppliers. If the delivery or service becomes impossible or unreasonable due to the aforementioned circumstances, we shall be released from the delivery obligation. In such a case, the customer shall not be entitled to claim damages.

4.5 Our delivery is subject to the timely and correct delivery by our suppliers, provided that we are not responsible for the non-delivery.

4.6 If the customer is in default of acceptance, we may grant the customer a reasonable grace period to accept the goods. If the period of grace expires without success, we shall be entitled to withdraw from the contract or to claim damages. We are also entitled to demand compensation from the customer for our expenses arising from the storage and receipt of the goods. Further claims for reimbursement of expenses remain unaffected by this.

4.7 Delivery of the chairs in Germany shall be made assembled and packaged free domicile (=free edge of board and stone) by general freight forwarder. Unloading and transport into the building shall be carried out by the customer himself. The customer shall also be responsible for bringing the goods to the place of use and for unpacking, setting up the chairs and disposing of the packaging material. If the goods are to be tolerated by StolComfort, we are entitled to demand an amount according to the amount of work involved.

4.8 Delivery conditions for export: ex works. For some countries different terms of delivery apply, which are noted on the offer and order confirmation.

5. Dispatch, transfer of risk, place of performance

5.1 Place of performance for our services towards merchants, legal entities under public law and special funds under public law is the registered office of our company.

5.2 If the goods are dispatched to a place other than the place of performance at the customer's request (mail order purchase), the risk shall pass upon transfer to the transport person, even if we assume the transport costs. This shall also apply if the goods are dispatched within the same place and if we transport the goods using our own means of transport.

5.3 If the goods are ready for dispatch and if dispatch or acceptance is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon receipt of the goods.

6. Retention of title

6.1 All goods delivered by us shall remain our property until the goods have been paid for in full.

6.2 If the customer is a merchant, all goods delivered by us shall remain our property until full payment of all claims to which we are entitled under the entire business relationship with the customer.

6.3 If the customer resells the goods subject to retention of title in the ordinary course of business, the customer hereby assigns to us the claims and other claims against his customers arising from the resale together with all ancillary rights to the amount of the value of the goods subject to retention of title. We hereby accept this assignment by the customer. He is not permitted to pledge or assign the goods subject to retention of title as security under any circumstances.

6.4 The customer is obliged to handle the goods subject to retention of title with care. We have the right to inspect the goods subject to retention of title at any time after prior notice. The customer undertakes to carry out regular inspection and maintenance work on the goods subject to retention of title and to bear the associated costs.

6.5 The customer shall inform us immediately of any enforcement measures taken by third parties against the reserved goods or the claims assigned in advance, handing over the documents necessary for an intervention.

6.6 For the duration of the retention of title, the customer is obliged to take out and maintain insurance against customary risks at his own expense and to provide us with evidence of such insurance upon request.

6.7 The respective invoice amount shall be paid to us free of bank charges by transfer to our account.

7. Warranty and guarantee

7.1 We warrant that the 24-hour swivel chairs supplied by us are free from defects for a period of 5 years from delivery, even in the case of 24-hour use. This full warranty covers all costs incurred. Liability for normal wear and tear - in particular for seat covers of all kinds, castors, cushions and armrest supports - or careless handling or incorrect operation is excluded. The warranty claim expires as soon as the weight limit of max. 200kg is exceeded (exception: chairs with 150+ equipment). Any further guarantee declarations remain unaffected by this.

7.2 We grant a full guarantee on our office chairs (i.e. normal use of 8 hours/day for 220 working days per year) of 10 years from the date of delivery (see point 7.1 above). For 150+ chairs we grant a full guarantee of 5 years.

7.3 We are only liable for the absence of defects in the original goods. If the customer or a third party makes changes to the goods delivered by us, all warranty claims are excluded, unless the existing defect is in no way related to the change.

7.4 The warranty period shall not be interrupted by warranty services rendered.

7.5 If the goods have defects on delivery which can also be detected on a superficial inspection, these must be notified in writing within a period of 2 weeks at the latest. Concealed defects must be notified in writing within 4 weeks of delivery. After expiry of the period, our warranty obligation expires if the customer has not notified the defect in due form and time.

7.6 If the delivered goods are defective, we shall be entitled, at our discretion, to remedy the defect or make a replacement delivery (subsequent performance).

7.7 If subsequent performance fails repeatedly or if we are not prepared or able to provide subsequent performance, or if this is delayed beyond a reasonable period of time for reasons for which we are responsible, the customer shall be entitled, at his discretion, to withdraw from the contract or demand a reduction in the purchase price.

7.8 Any further claims of the customer, in particular claims for damages and loss of profit, are excluded.

7.9 The foregoing limitation of liability shall not apply if the damage is due to an intentional or grossly negligent breach of duty by us, a legal representative or vicarious agent and in the event of culpable breach of material contractual obligations. In the event of culpable breach of essential contractual obligations, we shall only be liable for the foreseeable damage typical of the contract.

7.10. Furthermore, the limitation of liability does not apply to damages resulting from injury to life, body or health which are based on a negligent breach of duty by us or an intentional or negligent breach of duty by our legal representative or vicarious agent.

7.11. These warranty conditions apply to Germany, France, Austria, Switzerland, Sweden and the Benelux countries. For other countries special conditions apply.

8. Choice of law

The legal relations between the customer, including foreign customers, and us shall be governed exclusively by the laws of the Federal Republic of Germany. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.

9. Agreement on place of jurisdiction

The provisions of German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The sole place of jurisdiction for all disputes arising from this contractual relationship is D-32657 Lemgo.

We would like to point out that in consumer matters within the meaning of the VSBG there is no obligation or willingness to settle disputes before a consumer arbitration board.

10. Severability clause

All provisions contained in these General Terms and Conditions shall be severable and separate from the remaining provisions if one or more provisions are invalid. Should one of the above provisions be ineffective, this shall not affect the effectiveness of the remaining provisions.

(Status: February 2017)