general terms and conditions
General Terms and Conditions
Soravia GmbH & Co.KG
(1.) The following terms and conditions (GTC) apply to all business relationships between SORAVIA GmbH & Co. KG (hereinafter referred to as "SORAVIA") and its customers. For the purposes of these General Terms and Conditions, "Customer" is exclusively the company within the meaning of § 14 of the German Civil Code (BGB).
(2.) THE PRODUCTS AND SERVICES OFFERED AS WELL AS THESE GENERAL TERMS AND CONDITIONS ARE DIRECTED EXCLUSIVELY AT COMPANIES WITHIN THE MEANING OF § 14 BGB.
(3.) All deliveries, services and offers of SORAVIA are made exclusively on the basis of these general and, if applicable, supplementary terms and conditions. They are an integral part of all contracts concluded by SORAVIA with its customers for the deliveries or services offered by it. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.
(4.) Terms and conditions of the Customer or third parties shall not apply, even if SORAVIA does not separately reject their validity in individual cases. Even if SORAVIA refers to a letter that contains or refers to the terms and conditions of the Customer or a third party, this shall not constitute an agreement with the validity of those terms and conditions.
(5.) Unless expressly stated otherwise, the prices refer to the items shown in each case according to the description, but not to accessories or decoration.
2. Closure of the contract
(1.) The advertising or representation in the respective advertising media shall only constitute a binding offer of a contract if this results from the type of offer. For the rest, the offer is subject to confirmation. In these cases, the customer makes a binding offer by placing an order. SORAVIA reserves the right to decide freely whether to accept this offer.
(2.) Insofar as SORAVIA makes an offer and no deviating binding period is specified therein, SORAVIA shall be bound to the offer for seven calendar days.
(3.) The contract shall be concluded - insofar as stated in the advertising material - subject to correct and timely delivery by the suppliers; this reservation shall only apply in the event that SORAVIA has concluded a congruent covering transaction with the supplier and is not responsible for any incorrect delivery or non-delivery. If, in the case of a congruent covering transaction, it becomes apparent that the ordered goods are not available, SORAVIA shall immediately inform the Customer of the non-availability and reimburse any consideration already received from the Customer.
(4.) If an order exceeds customary commercial quantities, SORAVIA will reserve the right to impose a corresponding restriction.
3. Retention of title
(1.) SORAVIA retains ownership of the delivered goods until receipt of all payments from the business relationship with the Customer.
(2.) The Customer is obliged to insure the goods subject to retention of title at his own expense against fire, water and theft damage sufficiently at replacement value and to notify SORAVIA immediately of any change of his place of residence or business, as long as claims for delivered goods still exist.
4. Prices & Terms of Payment
(1.) The prices offered do not include packaging and shipping costs. The statutory value added tax in force at the time of delivery shall be shown separately.
(2.) The prices quoted relate to the time of the offer and the binding period stated therein; prices are subject to change after expiry of the binding period.
(3.) Offsetting is only permitted against undisputed or legally established claims.
(4.) SORAVIA may refuse acceptance insofar as the Customer stipulates that payments shall not first be set off against older claims, costs and interest and only then against the principal claim.
5. Invoice, packaging and costs
(1.) With regard to the respective packaging and shipping costs, a separate note on the specific costs shall be made in the offer.
(2.) If the value of the goods exceeds € 80.00 (net), delivery within Germany shall be free of freight and packaging costs; any additional costs for deliveries to German islands shall be borne by the Buyer.
(3.) Deliveries abroad are always made at the expense and risk of the customer.
(4.) The customer is responsible for the disposal of the transport packaging at his own expense.
(5.) Delivery shall be made against invoice, advance payment or cash on delivery.
(6.) SORAVIA reserve the right to make reasonable partial deliveries insofar as this is reasonable for the customer and the customer has consented. SORAVIA bear any higher costs arising from partial deliveries.
(7.) SORAVIA is entitled to send invoices as pdf-invoices by e-mail (electronic invoice dispatch).
In order for SORAVIA to be in default, a reminder in text form with a reasonable grace period is required. This does not apply if a (subsequent) deadline is dispensable for legal reasons.
(1.) The warranty period shall be 1 year from the transfer of risk or acceptance.
(2.) SORAVIA shall provide warranty for defects of the goods itself or through third parties at the Customers discretion by rectification or replacement delivery.
(3.) If the rectification or replacement delivery fails, the Customer may, at his discretion, demand a reduction of the remuneration or cancellation of the contract.
(1.) Subject to the following provisions, SORAVIA shall not be liable - irrespective of the legal grounds - for the slightly negligent breach of obligations by SORAVIA, its legal representatives or vicarious agents. In the event of a slightly negligent breach of material contractual obligations, SORAVIA's liability shall be limited to the amount of the typical foreseeable damage, up to a maximum of 1.5 times the order value or Euro 5.000,00, whichever is higher. SORAVIA shall not be liable for breaches of duty caused by slight negligence or for breaches of the duty to protect caused by slight negligence.
(2.) Claims for loss of profit are excluded.
(3.) The above exclusions and limitations of liability do not apply in cases of strict liability, in particular according to the Product Liability Act, in the case of culpable bodily injury and damage to health or loss of life.
(4.) There shall be no liability for damage to the delivered product or third components which are based on non-observance of the instructions or storage requirements or insufficient protective precautions on the part of the customer.
(5.) The risk of accidental loss and accidental deterioration of the items to be delivered shall pass to the customer upon notification of readiness or handover to the forwarding agent, the carrier or the persons otherwise designated to carry out the shipment. The handover shall be deemed to have taken place if the customer is in default of acceptance.
9. naming as reference customer
The Customer allows SORAVIA to name the Customer as a reference customer in an appropriate form.
10. Data protection and confidentiality
(1.) The contracting parties shall observe the relevant data protection regulations. In particular, SORAVIA shall only collect, process or use personal data of the Customer within the scope of the order processing. The contracting parties shall oblige their employees to observe data secrecy according to § 53 BDSG (German Data Protection Act).
(2.) The parties are obliged to treat all confidential information, business and trade secrets obtained within the framework of the contractual relationship as confidential, in particular not to pass them on to third parties or otherwise exploit them.
(3.) In case of doubt, transmitted data shall be deemed confidential.
(4.) Excluded from this obligation is such confidential information,
• which was demonstrably already known to the recipient at the time of the conclusion of the contract or subsequently becomes known from a third party without violating a confidentiality agreement, statutory provisions or official orders;
• which are public knowledge at the time of conclusion of the contract or are made public thereafter, insofar as this is not based on a breach of this contract;
• which must be disclosed due to legal obligations or by order of a court or an authority. To the extent reasonable and possible, the recipient obliged to disclose shall inform the other party in advance and give it the oppor-tunity to take action against the disclosure.
11. final provisions
(1.) The substantive law of the Federal Republic of Germany shall apply.
(2.) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be Cologne. The same applies if the customer has no general place of jurisdiction in Germany.
(3.) Should any provision of this contract be or become invalid, this shall not affect the validity of the remaining provisions, insofar as this is legally per-missible. The parties undertake to replace the invalid provision by another valid provision which comes as close as possible to the intended economic purpose. The same shall apply in the event of a loophole in the contract.
(4.) All amendments and supplements must be in text form to be effective.