Information in accordance with Section 5 TMG
KORLOY Europe GmbH
Gablonzer Str. 25-27
June Hyun Park
Entry in: Handelsregister
Register Number: HRB 13340
Register Court: Bad Homburg (v.d.H.)
VAT indentification number in accorance with Section 27 a of the German VAT act
Accountability for content
The contents of our pages have been created with the utmost care. However, we cannot guarantee the contents' accuracy, completeness or topicality. According to statutory provisions, we are furthermore responsible for our own content on these web pages. In this matter, please note that we are not obliged to monitor the transmitted or saved information of third parties, or investigate circumstances pointing to illegal activity. Our obligations to remove or block the use of information under generally applicable laws remain unaffected by this as per §§ 8 to 10 of the Telemedia Act (TMG).
Accountability for links
Responsibility for the content of external links (to web pages of third parties) lies solely with the operators of the linked pages. No violations were evident to us at the time of linking. Should any legal infringement become known to us, we will remove the respective link immediately.
Our web pages and their contents are subject to German copyright law. Unless expressly permitted by law, every form of utilizing, reproducing or processing works subject to copyright protection on our web pages requires the prior consent of the respective owner of the rights. Individual reproductions of a work are only allowed for private use. The materials from these pages are copyrighted and any unauthorized use may violate copyright laws.
General Terms and Conditions
of KORLOY EUROPE GmbH, Gablonzer Strasse 25-27, 61440 Oberursel, Germany
Sec. 1 GENERAL
1. These General Terms and Conditions (hereinafter: “GTC”) apply exclusively for all our sales, deliveries and services. We do not acknowledge any of the purchaser’s terms and conditions that are contrary to or different than our GTC, unless we have expressly agreed in writing. Our GTC also apply if we make unreserved delivery to the purchaser despite being aware that his terms and conditions are contrary to or different than our GTC.
2. Our GTC are only applicable to entrepreneurs (Unternehmer) within the meaning of Sec. 14 of the German Civil Code (BGB), corporate bodies under public law and special funds under public law.
Sec. 2 CONTRACT
1. Our offers are non-binding and subject to change. We reserve the right to change technical specifications, shape, color and/or weight to the extent reasonable.
2. Any information in our catalogues, brochures or in any other advertising is merely a description and does not constitute a guarantee. We reserve the right to modify the advertised products, to replace or to discontinue their sales.
3. Orders placed by purchaser cannot be changed by the purchaser. We may accept orders within 3 working days as of receipt of the order. We may accept an order in text form (in writing, pdf, fax or email) or by an execution of a delivery within 3 working days. If the purchaser accepts our delivery, the contract is deemed to be concluded even after expiration of the 3 working day period.
4. We reserve industrial property rights in our products and copyright to illustrations, drawings and other documents. The purchaser may not disclose such material to third parties without our prior written approval.
Sec. 3 PRICE
1. Unless otherwise agreed individually, our standard prices as of the day of delivery apply. The prices apply ex-works, plus the statutory VAT as of the day of invoicing. Packaging and shipment costs can be charged additionally.
2. In case of purchase involving shipment of goods (Versendungskauf) (sec. 4, para. 4, sentence 2), the purchaser will bear the transport charges ex-works and the cost of any transport insurance selected by the purchaser. Customs duties, fees, taxes or other public charges will be borne by the purchaser. We will not take back any transport packaging or other packaging in terms of the Packaging Ordinance (Verpackungsverordnung). Such packaging (excl. pallets) will become purchaser’s property.
Sec. 4 PAYMENT
1. The payment conditions apply as agreed by a framework agreement or as agreed for each delivery individually.
2. The payment is only deemed to be executed after the amount is effectively credited to our bank account.
3. If the purchaser is in default of payment (Zahlungsverzug), we are entitled to charge default interest of 8 % points above the Base Interest Rate according to section 247 German Civil Code. We reserve the right to claim further damages due to the default.
4. The purchaser will be entitled to offsetting (aufrechnen) or retention (zurückbehalten) only if its claim has been legally established by a final court decision or if it is undisputed. In case of defects in delivery, sec. 7, para. 4 will remain unaffected.
Sec. 5 DELIVERY
1. The delivery period applies as agreed individually or, if there is no agreement, as indicated by us at the time of order acceptance. If not expressly stated, the delivery period is approximate.
2. For ex works delivery, the delivery term is complied with as soon as we inform the purchaser of our readiness to deliver.
3. If we are unable to meet a binding delivery deadline for reasons outside of our control (force majeure) or if we are not supplied by our suppliers on time after having concluded a matching cover transaction (Selbstbelieferungsvorbehalt), the delivery period will automatically be extended for a reasonable period of time. Interruption of operations, official measures, strikes are deemed to be force majeure. We will promptly notify the purchaser and advise
him of the expected new delivery deadline. If delivery is not available even during the new delivery period we will be entitled to rescind the contract in full or in part. Our statutory right of rescission and termination remain unaffected. The purchaser’s right of rescission under sec. 5 in these GTC also remains unaffected.
4. A default in delivery (Lieferverzug) requires in any case a reminder by the purchaser.
5. Delivery will be ex-works, which is also the place of performance (Erfüllungsort). At the purchaser’s request the goods can also be shipped to another location at his cost and expense (purchase involving shipment of goods - Versendungskauf). Unless otherwise agreed, we will be entitled to determine the mode of shipping (in particular: carrier, dispatch route, packaging).
6. We are entitled to make partial deliveries, if reasonable.
7. If the solvency of the purchaser deteriorates after the conclusion of the contract (e.g. commencing of bankruptcy procedure, refusal by the court to initiate a bankruptcy procedure due to lack of assets), we shall be entitled to retain the delivery until the purchaser makes an advance payment or provide us with sufficient security. If the purchaser does not comply with our demand to make an advance payment or provide a security within two weeks, we shall have the right to rescind the contract.
8. Return or exchange transactions are only possible subject to prior agreement and within 30 days. Appropriate documents must be accompanied the returns, including order no., invoice no., delivery date, reason and authority for returns. Return or exchange items will be accepted only for the Standard valid stock items if in flawless as-new condition and if return delivery is pre-paid. In individual cases, we may reserve the right for a handling charge up to 30% of the goods value. The minimum handling charge for any return or exchange delivery is 25 euro.
Sec. 6 PASSING OF RISK (Gefahrübergang)
The risk of accidental perishing and accidental deterioration of the goods will pass to the purchaser as soon as the goods are delivered (Übergabe). In case of purchases involving shipment of goods (Versendungskauf), however, the risk of accidental perishing and accidental deterioration of the goods and the risk of delay will pass to the purchaser as soon as the goods are handed over to the carrier, shipper or other person or entity commissioned with shipping the goods. It also applies if we pay the shipment costs.
Sec. 7 WARRANTY (Mängelhaftung)
1. Claims for quality defects (warranty claims, Sachmängelansprüche) will not be acknowledged if the actual condition of the goods is only slightly (unerheblich) different than the agreed-upon condition or if its usability is impaired only insignificantly (unerheblich). We cannot be held liable for defects resulting from misuse or from wrong installation.
2. The purchaser’s warranty claims require that he has fulfilled his statutory examination and notice of non-conformity obligations (Untersuchungs- und Rügepflichten) (sec. 377 of the German Commercial Code). In case of evident defect, the purchaser shall send us a notice in writing no later than within 14 days upon delivery. In case of hidden defects, the notice in writing shall be sent within 14 days upon detection of the defect. We are free from any claim of the purchaser resulting from the defect if the purchaser did not observe these time limits, provided that we did not intentionally concealed the defect.
3. In case of a quality defect (Sachmangel) or defect of title (Rechtsmangel) we reserve the right to choose the type of remedy (Nacherfüllung).
4. We are entitled to make the owed remedy dependent on the purchaser paying the due purchase price. The purchaser is entitled, however, to withhold such portion of the purchase price that is proportionate to the defect.
5. Purchaser’s claims for damages (Schadenersatz) or for compensation of vain expenses (Ersatz vergeblicher Aufwendungen) exist only as provided for in sec. 8. Otherwise, they are excluded.
6. Notwithstanding sec. 438, para. 1, no. 3 of the German Civil Code, the general statute of limitations for claims resulting from a quality defect or defect of title is one year as of delivery. Special legal regulations governing real claims for restitution of property of third parties (sec. 438, para. 1, no. 1 of the German Civil Code), fraudulent intent on the seller’s part (sec. 438, para. 3 of the German Civil Code) and claims from suppliers' recourse in case of final delivery to a consumer (sec. 479 of the German Civil Code) remain unaffected.
7. The aforementioned statutes of limitations under the sale of goods law govern also contractual and non-contractual claims for damages of the purchaser that are based on a defect to the goods, unless application of the regular statutory statute of limitation (sections 195, 199 of the German Civil Code) would, in individual case, result in a shorter statute of limitation. The statutes of limitations under the Product Liability Act (Produkthaftungsgesetz) remain unaffected in any event.
8. We are not liable if the purchaser changed our product.
9. If a delivered quantity slightly (unerheblich) deviates from the ordered quantity, the delivered quantity is deemed to be accepted.
Sec. 8 LIABILITY
1. Unless otherwise provided below, we can be held liable in accordance with the relevant legal provisions for a breach of contractual and non-contractual obligations.
2. We will be liable for damages in case of intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit), regardless of the legal basis. In case of slight negligence (einfacher Fahrlässigkeit), we will only be liable
(a) for damages caused by injury to life, body or health,
(b) for damages caused by breach of a fundamental contractual obligation (obligation, the fulfillment of which is essential for the proper performance of the contract and fulfillment of which the contractual partner will and may rely on regularly); in that case, our liability will be limited, however, to compensation of foreseeable, typical damages.
3. The limitations of liability set forth in para. 2 will not apply if we have intentionally concealed a defect or if we have assumed a guarantee for the quality of the goods. The same applies to purchaser claims under the Product Liability Act.
4. To the extent that liability for damages is excluded or limited for us, this also applies with regard to our employees’, salaried workers’, coworkers’, representatives’ and assistants’ personal liability to pay damages.
5. Purchasers may rescind a contract within the scope of legal provisions only if we are to be held liable for a breach of duty; in case of defects (sec. 7), sec. 7 in these GTC applies exclusively.
6. In all other cases, an order once accepted cannot be cancelled except with our written consent. In that case, we reserve the right to charge a cancellation fee which will take into account all costs already incurred with respect to the cancelled order.
Sec. 9 RETENTION OF TITLE
1. We will reserve title to the sold goods and therefore retain ownership pending full payment of all present and future amounts due to us under the purchase contract and our ongoing business relationship (secured claims) including our balance claims in a current account.
2. The purchaser may neither pledge the goods that are subject to retention of title, nor may the purchaser assign them by way of security to a third party before full payment of the secured claims. The purchaser must promptly notify us in writing if and in so far as a third party seizes goods that belong to us.
3. In case of infringement of the contract by the purchaser – in particular, nonpayment of the due purchase price – we will be entitled to rescind the contract as provided by law and to demand surrender of the goods based on our retention of title and rescission. If the purchaser fails to pay the due purchase price, we may exercise such rights only after having given the purchaser a grace period to make such payment and payment has still not been made, or if such grace period is not required by law.
4. Unless expressly stated, our demand for the return of the goods may not be construed as rescission of the purchase contract.
5. The purchaser is entitled to resell and/or process (verarbeiten) the goods that are subject to retention of title in his ordinary course of
business. In that case, the following provisions will apply in addition:
(a) The products that are produced by processing, admixing or incorporating our goods, are also subject to retention of title. In that case, we will consider ourselves their manufacturer and will claim their full value. If a third party, in the act of processing, admixing or incorporating our goods becomes owner of such products, we will attain co-ownership proportionate to the invoice values of the finished, mixed or connected products. This finished product is subject to all provisions under Sec. 9 in the same way as the goods, we retained the title to.
(b) Hereby, the purchaser assigns to us by way of security any claims against third parties arising from the resale of the goods or products thereof in their full amount or in the amount of our co-ownership (if applicable) in accordance with the above lit. (a). In the last case, only the part of the resale price is assigned which corresponds to our part in the co-ownership on the sold good. We accept such assignment. The purchaser’s obligations set forth in para. 2 apply also with regard to the assigned claims.
(c) The purchaser is entitled to assign his claim from the resale in a factoring agreement, provided that we receive a notice before this assignment and provided that the purchaser’s receivables from the factoring are not lower than the value of the goods we retained the title to or the goods pursuant to lit. (a) above. Hereby, the purchaser assigns to us all its claims and receivables to the factor arising from the factoring of the claims he assigned to us, these claims resulting from the resale of the goods we retained the title to. The assignment serves as security for our claims against purchaser.
(d) The purchaser will also be entitled to collect the claims. We undertake to refrain from collecting the claim as long as the purchaser complies with his payment obligations towards us, does not fall behind with payments, no insolvency proceedings are filed and no other shortcomings in his performance exist. However, should any of the above occur, we will be entitled to demand from the purchaser to disclose the assigned claims and their debtors, to provide all information necessary for collection, to hand over all pertinent documents and to notify the debtors (third parties) of the assignment.
6. Should the realizable value of the securities exceed our claims by more than 10%, we will – at the purchaser’s request – release securities at our discretion.
Sec. 10 LAW AND JURISDICTION
1. If the purchaser is a businessman or company according to Sec. 38 para 1 German Civil Procedure Law (Kaufmann), the exclusive place of jurisdiction will be our place of business; we will be entitled, however, to sue the purchaser also at its place of business.
2. If the purchaser is a businessman or company according to Sec. 38 para 1 German Civil Procedure Law (Kaufmann), the place of performance for all obligations arising under the contract, incl. the purchaser’s payment obligations will be our place of business.
3. The law of the Federal Republic of Germany applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).