The latest version of the general terms and conditions is always
valid. The following terms of delivery and payment are an integral
part of all delivery contracts of JORDAHL GmbH (Vendor). The terms
extend to all following transactions even if no express inclusion
Terms and conditions of the purchaser or a third party are not
applicable, even if the Vendor does not expressly contradict their
validity in individual cases. If the Vendor makes reference to a
letter containing or referring to terms and conditions of the
purchaser or a third party, this does not suggest any agreement to
the validity of such terms and conditions.
§ 1 Subject matter of the contract
a ) The offers, plans, drawings and sketches of the Vendor are
subject to change. The legal relationship between the Vendor and
purchaser are solely governed by the purchase contract concluded in
writing, and these terms of delivery and payment. These fully
represent all agreements between the contracting partners on the
subject matter of the contract. Verbal confirmations by the Vendor
before concluding this contract are legally non-binding, and verbal
agreements by the contracting parties are replaced by the written
contract unless it is expressly stated therein that they will
continue to be binding in each case.
b ) Errors in offers and invoices etc. – especially written errors
– do not bind the Vendor and do not oblige them to give
compensation. Liability for intent and gross negligence remains
unaffected by this.
c ) Offers, plans, drawings and samples, and other copyrighted
presentations may not be made accessible to third parties. The
Vendor retains all property rights and copyrights.
§ 2 Prices and terms of payment
a) Prices apply ex-works Berlin or delivery warehouse, excluding
packaging. The statutory VAT rate shall be applied to these prices.
If the agreed prices are below the list prices of the Vendor and
delivery will not be made until at least four months after the
contract is concluded, the applicable list prices of the Vendor
apply (in each case minus an agreed percentage or fixed discount).
For invoice amounts below €150, a minimum supplement of €25 is
charged. In the case of export deliveries, customs duties, fees,
and other public charges may be incurred in addition.
b ) The purchase price shall be due for payment within 30 days from
the invoice date without discount deduction. If the Vendor accepts
cheques, this shall be subject to receipt minus disbursements at
the value on the day on which the vendor is able to access the
exchange value. For payments by cheque, the retention of title
according to § 3 shall only expire upon final payment when
c ) In the event of default, the Vendor is entitled to charge the
statutory default interest, but at least 9 % (above the base rate
of the European Central Bank) p. a. Evidence of a deviating amount
due to damage – where the statutory interest is not applicable –
remains unaffected. If the purchaser is in default of payment, all
claims by the Vendor, even if they are not yet due or deferred,
shall become due immediately. This also applies in the event of
cessation of payments or on submission of an application for the
opening of insolvency proceedings. In the event of a default in
payment, the Vendor is entitled to make further deliveries
dependent on the settlement of open claims. In the case of default,
the rebates and discounts granted are not applicable.
d ) If the payment conditions are not complied with, the Vendor
can, in addition to all other rights, prohibit the further sale and
processing of the goods supplied and cancel the direct debit
authorisation according to § 3 paragraph e).
e) The Vendor is entitled to collateral of normal type and scope
for their receivables even if they are conditional and
f ) For sales in foreign currency, the purchaser shall bear the
exchange risk from the date of the contract.
§ 3 Retention of title
a ) The goods supplied are the property of the Vendor until
complete payment of the purchasing price and all other claims,
including later claims, which the vendor acquires from the business
relationship against the purchaser.
b ) The purchaser is only authorised and entitled to process or
resell reserved goods over the course of a proper business
transaction, and under the condition that the regulations according
to paragraphs c ) and d ) are observed. The purchaser shall not be
entitled to any other disposals of reserved goods and claims which
they have either transferred to the Vendor, or which are still to
c ) If the purchaser processes the goods supplied into a new item,
this shall be done for the Vendor. An acquisition of ownership by
the purchaser according to § 950 BGB (German Civil Code) is
excluded. In the case of processing with other items not belonging
to the Vendor, the Vendor acquires joint ownership of the new items
as per the value ratio. The new item shall be deemed reserved
d ) The purchaser shall hereby assign its claims arising from the
resale of the reserved goods to the Vendor to the amount that
corresponds to the value of the reserved goods. The value of the
goods subject to retention of title in this sense represents the
invoice value of the Vendor plus a security premium of 50 %. The
same applies for other claims which replace the reserved goods or
arise in regard to the reserved goods, e.g. insurance claims or
claims in tort in case of loss or destruction.
e ) The Vendor authorises the purchaser, under reserve of
revocation, to collect claims from reselling. The Vendor shall not
make use of their own collection authority as long as the purchaser
fulfils their payment obligations. On request, the purchaser shall
name the debtors of the assigned claims and notify the Vendor of
said assignments. The Vendor is hereby authorised to give the
debtors notice of the assignment in the name of the
f ) If the value of the securities granted to the Vendor exceeds
the claims by more than 20 %, then the Vendor shall be obliged to
reassign or release securities of a corresponding value at their
discretion upon request by the purchaser.
g ) The purchaser must immediately inform the Vendor of any
enforcement measures and other measures of third parties, which can
limit the rights of the Vendor to the reserved goods or to assigned
claims, and hand over the documents required for an intervention.
In the event or attachment or other confiscations, the purchaser is
obliged to inform the enforcement officers of the Vendor's owners
and notify the Vendor of this within three days, sending a copy of
the attachment record. The purchaser bears the costs for protecting
the ownership rights of the Vendor.
h ) The regulations of this paragraph shall apply accordingly if
the purchaser disposes of the goods instead of selling them within
the framework of factory contracts or factory delivery
§ 4 Delivery periods and delivery dates
a ) The delivery periods begin with the date of the confirmation of
the order by the Vendor. They apply subject to proper and timely
self-delivery and are non-binding. Any regulation to the contrary
shall only be deemed valid if the Vendor guarantees written and
binding delivery periods. Delivery periods and delivery dates refer
to the time of delivery ex-works or ex-warehouse.
b ) Delivery periods and delivery dates shall be extended by the
period of time by which the purchaser is in default in respect of
the Vendor, notwithstanding the rights of the Vendor resulting from
c ) Compliance with the delivery periods requires an uninterrupted
work process and an unhindered shipment and export access. Events
of force majeure for which the Vendor is not responsible, including
strikes, traffic, disruptions, shortage or transport, fuel oil, raw
and auxiliary materials, disruption in operations of any kind in
their own company or companies involved in the performance, as well
as obstacles caused by official decrees making delivery difficult,
release the Vendor from their delivery obligation for the duration
of these factors without the purchaser being entitled to withdraw
from the contract. As far as such events make delivery or service
difficult or impossible for the Vendor and the obstruction is not
only temporary, the Vendor is entitled to withdraw from the
contract. For obstacles of a temporary duration, the delivery or
service periods shall be extended or the delivery or service
deadlines are postponed by the period of obstruction plus an
appropriate lead time.
d ) If the Vendor falls into default, the purchaser can withdraw
from the contract once a reasonable grace period set by the Vendor
has expired providing that the goods have not been notified by the
Vendor as ready for dispatch upon expiry of the period.
§ 5 Dispatch and transfer of risk
a ) Goods notified as ready for dispatch must be called off without
b ) The goods shall be dispatched carriage unpaid ex-works Berlin
or ex-warehouse unless otherwise arranged. Packaging costs are
charged. Dispatch by mail shall be executed solely as a package or
carriage paid mail item and postage costs shall be charged to the
c ) Upon handover of goods to the shipper or freight carrier, at
the latest upon departure from the factory or warehouse, the risk
is transferred to the purchaser.
d ) If the dispatch or the handover is delayed as a result of
circumstances for which the purchaser is responsible, then the risk
transfers to the purchaser from the day on which the delivery item
is ready for dispatch and the Vendor has notified the purchaser of
e ) Storage costs after transfer of risk are borne by the
purchaser. For storage by the Vendor, the storage costs are 0.25 %
of the invoice amount of the delivery items to be stored per full
week of storage. The right to claim for or request proof of
additional or lower storage costs remains reserved.
§ 6 Defects
a ) The warranty period shall be one year.
b ) The contractual condition of the goods is defined at the point
they leave the factory or warehouse.
c ) Defects must be reported in writing to the Vendor without delay
with the immediate cessation of any processing, at the latest
within five days after receipt of the goods.
d ) If goods are defective, the Vendor gives warranty by improving
and/or replacing them free of charge at their discretion
(supplementary performance). As long as the Vendor fulfils their
obligations of supplementary performance, the purchaser does not
have the right to demand reduction of the payment or cancellation
of the contract provided that the rectification of defects does not
§ 7 Liability for compensation
a ) The Vendor's liability for compensation, irrespective of the
legal grounds, in particular due to impossibility, default,
defective or incorrect deliveries, breach of contract, infringement
of duties during contract negotiations and/or tort, insofar as it
is at fault in all cases, shall be restricted in accordance with
this § 7.
b ) The Vendor shall not be liable in the event of simple
negligence of their affiliates, legal representatives, employees or
other vicarious agents insofar as this does not amount to an
infringement of essential contractual obligations. Essential
contractual obligations include the obligation for the timely
delivery and installation of the delivery item, its freedom from
defects which limit its operability or fitness for purpose more
than only slightly, as well as consulting, protection and due care
obligations, which are supposed to enable the contractual use of
the delivery item by the purchaser or aim at the protection of life
and limb of the employees of the purchaser or the protection of
their ownership from considerable damage.
c ) To the extent that the Vendor is, in principle, liable for
compensation under § 7 paragraph b), such liability shall be
limited to damages which the Vendor has foreseen upon conclusion of
the contract as a possible consequence of a contractual
infringement or which they should have foreseen by applying due
care and attention. Indirect loss and consequential damage due to
defaults in the delivered item are also only liable for
compensation if such damage can be typically expected and when the
delivered item is used in conformity with its intended
d ) In the event of liability for simple negligence, the Vendor's
obligation to compensate for property damage and other damages to
assets resulting from that are limited to an amount of €20,000,000
damage event (corresponding to the current insurance coverage of
product liability insurance or third party insurance), even if this
is a case of infringement of obligations essential to the
e ) The aforementioned exclusions and limitations of liability
apply to the same extent in favour of the affiliates, legal
representatives, employees and other vicarious agents of the
f) Insofar as the Vendor provides technical information or acts as
an advisor and this information or advice is not part of the
contractually agreed scope of services owed by them, this is done
free of charge and with the exclusion of any liability.
g ) The limitations of this § 7 do not apply to the Vendor's
liability on account of deliberate actions, for guaranteed
characteristics, on account of injury to life, limb or health or
according to the product liability law.
§ 8 Place of performance, place of jurisdiction and
a ) The place of performance and jurisdiction for both contractual
parties shall be the head office of JORDAHL GmbH (Berlin) provided
that the purchaser is a registered trader.
b ) Offsetting against counterclaims by the client is only
permitted for claims which are undisputed or legally binding.
§ 9 Miscellaneous
a ) Additional quantities
The purchaser is obliged to accept incurred additional quantities
of up to 10 % of the individual items at the contract price.
b ) Part deliveries
The Vendor is entitled to make part deliveries if
- the part delivery for the purchaser is applicable within the
framework of the contractually intended purpose,
- the delivery of the remaining ordered goods is ensured and
- the purchaser does not incur any substantial additional expenses
or any additional costs (unless the Vendor agrees to accept these
c ) Application of German law
For all legal relations between the vendor and the purchaser,
German law shall apply exclusively. The application of the UN sales
law is excluded.
d ) Written form
There are no verbal collateral agreements. All agreements within
the framework of the business relationship can only be agreed in
writing. This also applies to the amendment of the written form
e ) Jurisdiction agreement
If the purchaser is a trader, a legal entity under public law or
public special assets, or if they do not have a place of general
jurisdiction in the Federal Republic of Germany, then the place of
jurisdiction is Berlin for all and any disputes arising from the
business relationship between the Vendor and the purchaser. Any
mandatory provisions of applicable law providing for exclusive
jurisdiction shall remain unaffected by this regulation.
JORDAHL GmbH, August 2015