General Terms and Conditions of the companies of the Cordes Group
Theodor Cordes GmbH & Co. KG // CTS Cordes tubes & seals GmbH & Co. KG // CSI Cordes sealing systems int. GmbH // BGT Boizenburger Gummitechnik GmbH & Co. KG
Our deliveries and services are exclusively based on these terms and conditions. Thus, these terms and conditions also apply to all future business relationships, even where they are not again expressly agreed.
These terms and conditions shall be deemed to have been accepted at the latest with the receipt of the goods and / or services. Counter acknowledgments of the contractual partner with reference to these terms
and conditions are hereby objected. Deviations from these terms and conditions shall only be effective if we expressly confirm them in writing.
1. Conclusion of contract
Our offers are non-binding unless explicit reference is made to their binding nature. An order sent to us is an offer in accordance with § 145 of the German Civil Code (BGB). We shall be entitled to accept offers
within 2 weeks of receipt.
2. Deadlines for deliveries / delay
2.1. Delivery dates are not binding. Compliance with the agreed deadlines for deliveries and services requires the timely receipt of all documents to be provided by the contractual partner, any necessary permits,
and approvals, in particular plans, as well as compliance with the agreed terms of payment (in particular, the payment of an agreed down payment) and other obligations by the contractual partner in advance.
2.2. An obligation to adhere to the delivery deadlines agreed in writing is only accepted under the prerequisite of an undisrupted operation. Force majeure, for example mobilization, war, riot, terror, pandemics,
or similar events affecting us or our suppliers and freight forwarders release us from the obligation to timely delivery and to extend the delivery deadline by the duration of the impediment. Energy and raw materials
shortages, orders of the authorities, the effects of labor disputes, traffic, and operational disturbances, etc. can also rest our delivery obligations and extend our delivery deadlines. If the mentioned disruptions lead
to the impossibility of performance, we shall be entitled to withdraw from the contract in whole or in part.
3. Reservation of title
3.1. We reserve title to all goods delivered by us until all our claims from the business relationship have been fulfilled - regardless of the legal reason - including future or conditional claims.
3.2. In the event of a breach of contract by the contractual partner, in particular in the event of default in payment, we are entitled, after futile setting a reasonable deadline, to withdraw from the purchase contract
and to demand the return of the purchased item of which we are owners.
3.3. The contractual partner is obliged to treat the purchased item with care; in particular, the contractual partner is obliged to adequately insure the reserved goods against fire, water and theft. Claims against
the insurance company from a case of damage affecting the reserved goods are hereby assigned to us in the amount of the value of the reserved goods.
3.4. In the event of seizures or other interventions by third parties, the contractual partner must inform us immediately in writing so that we can assert our rights against the third party.
If the third party is unable to reimburse us for the judicial and extra-judicial costs in defending our rights in this respect, the contractual partner is liable for the losses incurred by us.
3.5. The contract partner is only entitled to resell the reserved goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the final invoice amount (including sales tax) of our claims
that arise from the resale against customers or third parties. If the reserved goods are sold unprocessed or after processing or combining with objects that are exclusively owned by the contractual partner,
the contractual partner hereby assigns to us the claims arising from the resale in the amount of the invoice amount (including sales tax) of our claim.
3.6. We are herewith accepting the assignments.
3.7. The claim assigned to us in advance by the contractual partner also relates to the acknowledged balance and, in the event of the customer's insolvency, to the then existing "causal" balance.
3.8. The contractual partner is authorized to collect this claim even after assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim
if the contractual partner fulfills his payment obligations, is not in default of payment and has not made an application to open insolvency proceedings or payments have been suspended.
If this is the case, we shall be entitled to demand that the contractual partner notifies us of the assigned claim and its debtors, provides all information required for collection, hands over the associated
documents and notifies the debtors (third parties) of the assignment.
3.9. The contractual partner undertakes any treatment or processing of the reserved goods for us without any obligations arising for us. If the reserved goods are processed, combined, mixed or blended
with other goods that do not belong to us, we are entitled to the resulting co-ownership share in the new item in proportion to the value (invoice amount including sales tax). If the contractual partner acquires
the sole ownership of the new item, we agree with the contractual partner that the contractual partner will grant us the co-ownership of the new item in proportion to the value of the processed or combined,
mixed, or blended reserved goods and will keep them for us free of charge.
4. Liability for defects
We shall be liable for defects of the delivery item, excluding further claims, without prejudice to No. 6 of these terms and conditions as follows:
4.1. The contractual partner's rights regarding the defects presuppose that he has promptly and properly fulfilled his obligations with respect to the inspection and making of complaints
under § 377 German Commercial Code (HGB).
4.2. Insofar as there is a defect afterwards and we have been notified in good time, the defective parts or services shall be repaired free of charge, delivered or provided again, or taken back against
reimbursement of the purchase price.
4.3. We are authorized to reject rectification of defects or replacement delivery in accordance with § 439 (4) of the German Civil Code (BGB) if this is only possible at disproportionate costs.
4.4. If the rectification of defects fails, the contractual partner is entitled to either withdraw from the contract or request a reduction in price.
4.5. The contractual partner's statutory rights of recourse in accordance with § 445a of the German Civil Code (BGB) (entrepreneur’s recourse) only exist to the extent that the contractual partner
has not made any agreements with his customer that go beyond the statutory claims for defects and we are responsible for the defect.
4.6. The limitation period for material defect claims of the goods shall be 12 months, calculated from the transfer of risk.
For goods that are used for a building in accordance with their normal use and that have caused the defectiveness of the building, a limitation period of two years for material defect claims shall apply,
in deviation from 438 (1) No. 2 b of the German Civil Code (BGB).
The legal deadlines shall apply to claims under the German Product Liability Act and the liability for culpable injury to life, limb or health.
5. Total liability
5.1. Unless otherwise stated below, our liability - regardless of the legal reason - is excluded. This is particularly valid to claims for damages relating to faults at contracting, for other breaches of duty
or for offense claims to compensation for property damage in accordance with § 823 of the German Civil Code (BGB).
5.2. The above exclusion of liability does not apply to claims for damages based on willful intent and gross negligence, including willful intent and gross negligence on the part of our representatives
or vicarious agents as well as breaches of essential contractual obligations. It also does not apply if defects have been fraudulently concealed or their absence has been guaranteed.
5.3. In the event of a negligent breach of essential contractual obligations, the liability for damages shall be limited to the foreseeable damage that typically occurs.
5.4. Claims under the German Product Liability Act and the liability for culpable injury to life, limb or health shall remain unaffected.
5.5. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our salaried employees, workers, staff, representatives and vicarious agents.
6. Transfer of risk / partial delivery / call orders
6.1. Unless otherwise stated in the order confirmation, when the goods are handed over to a freight forwarder or carrier, at the latest when they leave the factory, the risk for all transactions,
including freight-free deliveries, shall be transferred to the contractual partner. We provide transport insurance protection on instructions and at your expense.
6.2. Partial deliveries are permitted to a reasonable extent.
6.3. In the case of call orders, we are entitled to manufacture or have manufactured the entire order quantity in one piece. Any requests for changes can no longer be considered after the order
has been placed unless this has been expressly agreed. If the goods are not called in accordance with the contract, we shall be entitled to invoice them as delivered after a reasonable grace period has elapsed.
7. Prices and terms of payment
7.1. Unless otherwise stated in the order confirmation, our prices shall apply ex works plus statutory sales tax. Freight and packaging will be charged separately.
7.2. Unless otherwise agreed, payments shall be due 30 days after the invoice date without deduction. If the contractual partner defaults in payment, we are entitled to charge statutory default interest
in accordance with § 288 of the German Civil Code (BGB).
7.3. The offset or a right of retention is permissible with an undisputed or legally binding claim.
8.1. Technical documents, illustrations and drawings that are made available by us shall remain our property. The contractual partner is not authorized to make these documents available to third parties.
8.2. If we have delivered items based on drawings, models, samples, and other documents handed over by the contractual partner, the latter guarantees that third party property rights are not infringed.
If third parties prohibit us, in particular the manufacture and delivery of such items, on the basis of property rights, we shall be entitled - without having any duty to review the legal situation - to cease
any further activity and to demand compensation for damages if the buyer is at fault. Furthermore, the contractual partner undertakes to immediately indemnify us against all related third-party claims.
9. Final provisions
9.1. The place of performance for our deliveries and services is our place of business in Senden-Bösensell, Germany. This does not apply to deliveries and services
of the BGT Boizenburger Gummitechnik GmbH & Co. KG as a contracting party; for such deliveries and services the place of performance is Boizenburg.
The place of jurisdiction for all current and future claims from the business relationship is our place of business in Senden-Bösensell, Germany.
9.2. The law of the Federal Republic of Germany shall apply with the exclusion of the UN international trade law.
9.3. If individual provisions of these general terms and conditions are or become wholly or partially ineffective, the validity of the remaining part or the remaining provisions shall not be affected.
Status as of December 14, 2020