General Terms and Conditions

1. General, scope of application

1.1 Our Terms and Conditions of Sale apply exclusively to entrepreneurs within the meaning of §§ 14, 310 para. 1 BGB. We do not recognize any terms and conditions of the Buyer that conflict with or deviate from our Terms and Conditions, unless we have expressly agreed to their validity in writing or in electronic text form. Our Terms and Conditions of Sale shall also apply if we, being aware of conflicting or deviating terms and conditions of the Buyer, execute the delivery of the goods without reservation.

1.2 We are entitled to assign our claims arising from the business relationship with the respective customer. We do not agree to a contractual prohibition of assignment; nor do we agree to the waiver of dispositive statutory prohibitions of assignment.

1.3 Individual agreements negotiated with the Buyer in individual cases (§ 305 para. 1 sentence 3 BGB; including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale.

1.4 Our Terms and Conditions of Sale apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers.

1.5 References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these Terms and Conditions of Sale.

2. Offers, conclusion of contract

2.1 Our offers are always subject to change and non-binding. If an order is to be qualified as an offer to us within the meaning of § 145 BGB, we can accept this offer within two weeks of receipt. Acceptance can be declared either in writing (e.g. by order confirmation) or implicitly by delivery of the goods to the offering party (buyer).

2.2 The illustrations, information and performance descriptions contained in catalogues, price lists or other documents issued by us in connection with the conclusion of the contract are approximate values customary in the industry, unless we expressly designate or have designated them as binding in our order confirmation.

3. Prices, transfer of risk, default of acceptance

3.1 Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract plus statutory VAT shall apply.

3.2 The delivery of goods ordered on call shall be made on the basis of the list prices applicable at the time of the call or call-off of the last partial delivery.

3.3 In the case of sale by dispatch (No. 7.1), the Buyer shall bear the transportation costs ex works and the costs of any transportation insurance transportation insurance requested by the Buyer, unless expressly agreed otherwise. 

3.4 The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by despatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the despatch.

3.5 If the Buyer is in default of acceptance, fails to co-operate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). The statutory provisions on default of acceptance (§§ 293 ff. BGB) shall apply without restriction.

4. Claims for defects of the buyer

4.1 The statutory provisions shall apply to the rights of the buyer in the event of material defects and defects of title (Sections 434, 435 BGB), unless otherwise stipulated below and Section 478 (2) BGB does not necessarily preclude an agreement deviating from the statutory provisions, even outside the scope of application of consumer goods purchase contracts.

4.2 The basis of our liability for defects is primarily the agreement made regarding the quality of the goods. All product descriptions and manufacturer’s specifications that are the subject of the individual contract or that were publicly disclosed by us (in particular in catalogs, data sheets, or on our website) at the time the contract was concluded shall be deemed an agreement on the quality of the goods. These specifications do not constitute guarantees.

4.3 Whether a material defect or a defect of title exists shall generally be determined in accordance with the statutory provisions (§§ 434, 435 BGB). However, we shall not – contrary to § 434 para. 3 sentence 1 no. 2 lit. b) BGB – assume liability for public statements made by the manufacturer or other third parties (e.g., advertising statements) to which the Buyer has not drawn our attention as being decisive for his purchase decision.

4.4 The Buyer’s warranty claims shall be excluded if he fails to comply with his statutory duties of inspection and notification of defects (§ 377 HGB). In the case of goods intended for installation or other further processing, an inspection must in any event take place immediately prior to processing. If a defect becomes apparent upon delivery, inspection, or at any later point in time, we must be notified thereof without undue delay in writing. In any case, obvious defects must be notified without undue delay, and defects not detectable during the proper inspection must be notified in writing within eight calendar days of discovery; insofar as § 308 no. 8 lit. b) ee) BGB applies to the contractual relationship with the customer, this statutory provision shall remain unaffected. If the Buyer fails to carry out the proper inspection and/or defect notification, our liability for the defect not, not timely, or not properly reported shall be excluded in accordance with the statutory provisions.

4.5 If the delivered item is defective, we shall initially have the right to choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance in accordance with the statutory provisions remains unaffected.

4.6 [Subject to change]

4.7 The Buyer shall grant us the time and opportunity required for the owed subsequent performance, in particular by handing over the goods in question for inspection purposes (§ 439 para. 5 BGB). In the event of a replacement delivery, the Buyer shall return the defective item to us in accordance with the statutory provisions (§ 439 para. 6 sentence 1 in conjunction with §§ 346 to 348 BGB). Subsequent performance does not include either the removal of the defective item or the reinstallation of the newly delivered item supplied for the purpose of subsequent performance, if we were not originally obligated to install the item.

4.8 The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs as well as, where applicable, removal and installation costs, shall be borne or reimbursed by us in accordance with the statutory provisions, provided that a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for the costs incurred as a result of the unjustified request to remedy a defect (in particular inspection and transport costs), unless the absence of a defect was not apparent to the Buyer.

4.9 [subject to change]

4.10 Claims of the Buyer for damages and/or reimbursement of futile expenses shall also exist in the case of defects only in accordance with Clause 5 below and are otherwise excluded.

5 Other liability

5.1 Unless otherwise stated in these Terms and Conditions of Sale, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

5.2 We shall only be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty),
a) for damages resulting from injury to life, limb or health,
b) for damages resulting from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case our liability is, however, limited to compensation for foreseeable, typically occurring damage.

5.3 The limitations of liability resulting from No. 5.2 shall also apply to breaches of duty by or in favor of persons whose fault we are responsible for according to statutory provisions. They shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods or for claims of the Buyer under the Product Liability Act.

5.4 The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination on the part of the Buyer is excluded. Otherwise, the statutory requirements and legal consequences shall apply.

5.5 Claims due to material defects shall not exist if the deterioration in the condition of the goods after the transfer of risk is due to wear and tear as a result of normal use, concerns spare parts and those aggregates and parts that must be replaced regularly or has arisen because the Buyer has not reported a defect immediately after discovery (cf. Clause 4.4) or the object of purchase has been improperly handled or overused.

5.6 If the buyer is an entrepreneur and is acting in the exercise of his commercial or independent professional activity when concluding the contract, the sale of used equipment for which we have not assumed any guarantee shall be made to the exclusion of any liability for material defects. This does not apply to claims for damages for personal injury or liability for fraudulent intent, intent and gross negligence.

5.7 [Subject to change]

5.8 In order to ensure compliance with the statutory provisions, in particular those of the Medical Devices Implementation Act (MPDG) and the Medical Device Regulation (MDR), the Buyer is obliged to guarantee the traceability of delivered medical devices on the basis of the serial numbers for a period of 10 years and, in the event of resale via an intermediary, to contractually ensure this up to the end customer.

5.9 Preparatory measures for the installation of a scale, such as the preparation of an excavation pit for a floor-mounted scale or the wall for the installation of a wall scale, including ensuring the load-bearing capacity of the floor or wall, are not included in the scope of services and therefore not covered by the warranty. These preparatory construction measures are not our responsibility.

6. Limitation period

6.1 Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery of the goods, unless we are liable for intent. If acceptance has been agreed, the limitation period shall commence upon acceptance.

6.2 Section 6.1 shall also apply to the Buyer’s claims for damages based on a defect in the goods, unless the application of the statutory limitation provisions would lead to a shorter limitation period in individual cases. Excluded from the shortening of the statutory limitation period according to clause 6.1 are claims for damages due to injury to life, body, health and claims for compensation for damages based on intentional or grossly negligent conduct by us and/or one of our legal representatives and/or vicarious agents, as well as all other non-waivable (mandatory) claims for damages by the Buyer. In particular, the statutory provisions of the Product Liability Act (cf. § 12 ProdHaftG) shall remain unaffected.

7. Delivery and delivery times

7.1 Delivery shall be ex works, which is also the place of performance (No. 10.1) for the delivery and any subsequent performance. At the Buyer’s request and expense, the goods shall be shipped to another destination (sale to destination). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

7.2 The delivery period shall be agreed individually or specified by us upon acceptance of the order, whereby the period for performance of the service in the second case (determination of the performance period by us in the absence of an individual agreement) must not be unreasonably long and must be as sufficiently determined as possible. Compliance with our delivery obligation presupposes the timely and proper fulfillment of the buyer’s obligations.

7.3 If we are prevented from fulfilling our obligations due to the occurrence of unforeseeable circumstances (e.g. delays in the delivery of essential raw and construction materials, effects of labor disputes or strikes, lockouts, etc.) or due to circumstances beyond our control (e.g. delays in delivery and performance due to pandemics and/or war), which we were unable to avert despite taking reasonable care in the circumstances of the case, the delivery period shall be extended by a reasonable period. delivery delays and performance difficulties caused by a pandemic and/or war), which we were unable to avert despite exercising reasonable care in the circumstances of the case, the delivery period shall be extended by a reasonable amount, provided that the delivery or service does not become permanently impossible and/or the basis of the business is not disturbed as a result. In such cases, however, the delivery period may also be extended by a maximum of four weeks. After expiry of this extended delivery period, both the customer and – insofar as we are not responsible for the impediment to performance – we may withdraw from the contract without the other party to the contract being able to derive any claims for damages from this. We shall immediately reimburse any consideration already paid by the customer.

7.4 The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the buyer is required.

7.5 The Buyer’s rights pursuant to No. 5 of these Terms and Conditions of Sale and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

7.6 Partial deliveries are permitted, provided these are not unreasonable for the customer. Unless otherwise agreed, the order is understood to be for immediate delivery. If delivery on call has been agreed, calls must be made no later than one year after the order is placed, unless otherwise agreed. If an acceptance period has been agreed, the call-offs for the individual partial deliveries must be made in good time so that proper manufacture and delivery is possible within the contractual period.

7.7 If the number of devices purchased on call is not accepted on time or a confirmed order is not accepted despite a deadline being set, we shall be entitled, at our discretion, to send the (remaining) devices to the Buyer and invoice them or to claim compensation for each device not accepted for the costs incurred in processing the order and for the loss of profit in the amount of 10% of the list price at the time of the respective breach of duty by the Buyer. The Buyer reserves the right to prove that the damage was lower. This shall not constitute a waiver on our part of claims provided for by law; however, the lump sum shall be offset against further monetary claims.

8. Terms of payment

8.1 Payments are due net immediately after invoicing. New customers and customers with registered offices outside the Federal Republic of Germany are obliged to pay net in advance. Default shall occur even without a reminder upon invoicing at the latest 10 days after the due date. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

8.2 If the contract provides for cash payment on delivery, delivery and payment by cash on delivery shall also be expressly agreed. All payments shall only be made to us to our bank or postal giro accounts.

8.3 A deduction of agreed discounts is not permitted if the Buyer is in arrears with the payment of another invoice.invoice is in arrears.

8.4 If the Buyer is in arrears with the payment of an invoice or if it becomes known after conclusion of the contract that our claim cannot be expected to be satisfied due to the Buyer’s poor financial circumstances – such as suspension of payments, opening of insolvency proceedings against the Buyer’s assets, dissolution of the business, initiation of enforcement measures against the Buyer – we shall be entitled to demand immediate payment of all outstanding invoices, including those not yet due, including current bills of exchange and deferred amounts, and to perform concluded delivery contracts only against the provision of security or advance payment. In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. Any further claims based on the statutory provisions in the event of default shall remain unaffected by this.

8.5 The Buyer shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer’s counter-rights shall remain unaffected.

9. Reservation of title

9.1 The delivered goods shall remain our property until full payment of the agreed price and settlement of all claims resulting from the business relationship, including any claims still arising in this connection. This shall also apply if individual or all claims are included by us in a current account and the balance has been struck and recognized. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).

9.2 The goods subject to retention of title may not be pledged to third parties or assigned as security until the secured claims have been paid in full.

9.3 The Buyer is, until revoked in accordance with (c) below, entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply additionally.

a) The retention of title extends to the products resulting from the processing, mixing, or combination of our goods at their full value, whereby we shall be deemed the manufacturer. If, in the event of processing, mixing, or combination with goods of third parties, their ownership rights remain, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Apart from that, the same shall apply to the resulting product as to the goods delivered subject to retention of title.

b) The Buyer hereby assigns to us, by way of security, all claims against third parties arising from the resale of the goods or the product, in full or in the amount of our co-ownership share pursuant to the above paragraph. We accept this assignment. The Buyer’s obligations referred to in Clause 9.2 shall also apply with regard to the assigned claims.

c) The Buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the Buyer meets his payment obligations towards us, no deterioration in his financial capacity occurs, and we do not assert the retention of title by exercising a right pursuant to Clause 9.4. If, however, this is the case, we may require the Buyer to disclose the assigned claims and their debtors to us, to provide all information necessary for collection, to hand over the related documents, and to notify the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the Buyer’s authority to further resell and process the goods subject to retention of title.

d) We declare the release of the securities granted insofar as their value exceeds our claims by more than 10%. Upon full settlement of all claims arising from the business relationship with the customer, ownership of the goods subject to retention of title and the assigned claims shall pass to the customer.

e) The assertion of retention of title does not require withdrawal from the contract unless the Buyer is a consumer, which, however, is excluded in accordance with Clause 1.1.

9.4 If the Buyer acts in breach of contract, in particular if it fails to pay the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return
does not at the same time include the declaration of withdrawal; we are rather entitled to merely demand the return of the goods and reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

10. Place of performance, place of jurisdiction, applicable law

10.1 The place of performance is Hamburg.

10.2 The place of jurisdiction for disputes with registered traders and persons who do not have a general place of jurisdiction in Germany is Hamburg. We may, at our discretion, also sue the buyer at the court responsible for his registered office.

10.3 The contracts concluded between us and the Buyer in accordance with the above terms and conditions shall be governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Insofar as clauses defined in the Incoterms are agreed, the latest version of the Incoterms shall apply.

11. Responsibility for the disposal of waste electrical and electronic equipment

We are registered with the Stiftung Elektro-Altgeräteregister (EAR) based in Fürth. If the customer is an entrepreneur, he is only authorized to use the devices commercially; the customer is then obliged to dispose of the delivered devices properly in accordance with the statutory and country-specific regulations and to indemnify the customer from the obligations under § 10 of the Electrical and Electronic Equipment Act (ElektroG) and related claims. In the event that the goods are passed on again, the customer shall impose a corresponding further obligation on his customers, otherwise the customer shall be obliged to take back the delivered goods after the end of use by his customers at his own expense and to dispose of them properly in accordance with the respective statutory provisions. The customer shall indemnify us against any claims of his customer under the ElektroG.

12. Reference to battery law

As we sell batteries and rechargeable batteries or devices containing batteries and rechargeable batteries, we are obliged under the German Battery Act (BattG) to inform our customers of the following:
Batteries and rechargeable batteries must not be disposed of with household waste. Our customers are legally obliged to return used batteries and rechargeable batteries. Used batteries may contain harmful substances that can damage the environment and/or the health of customers if they are not stored or disposed of properly. However, batteries also contain important raw materials such as iron, zinc, manganese or nickel and are recycled. After use, our customers can either send the batteries back to us with sufficient postage or return them to municipal collection points. The crossed-out waste garbage can on our products or on the batteries and rechargeable batteries supplied by us means that these batteries and rechargeable batteries must not be disposed of with household waste.

GRENDS GmbH, 11/2022