Terms and Conditions

General terms and conditions of sale, delivery and payment of KBL GmbH in business transactions with entrepreneurs

§ 1 Scope of application of our terms and conditions

These terms and conditions apply exclusively to businesses and govern the sale of products. We do not recognize any conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity. Our terms and conditions also apply if we perform contractual services with knowledge of conflicting or deviating terms and conditions of the customer.

§ 2 Prices, Terms of Payment

1. The prices quoted are net prices. The final price payable by the customer consists of the net price plus the legally applicable value-added tax (VAT), if applicable, plus shipping costs/freight. The customer is also responsible for any customs duties and taxes and levies incurred outside the Federal Republic of Germany.

2. The customer must provide us with their intra-community VAT identification number within 7 days of the conclusion of the contract.

3. The total amount due according to clause 1 is payable immediately upon receipt of the goods. No discount is granted. If a customer defaults on payment, we are entitled to charge default interest at a rate of 9% per annum above the base interest rate.

4. We are entitled to apply the customer's payments first to their oldest outstanding debt. If the customer owes interest and costs in addition to the principal amount, the customer's payment will be applied first to the costs, then to the interest, and then to the principal. This also applies if the customer specifies a different allocation.

5. If we are entitled to claim damages for non-performance, these amount to 15% of the purchase price, including ancillary charges, subject to any higher damages we may prove. The customer is entitled to prove that we have incurred no damages or significantly lower damages for non-performance.

6. The customer is only entitled to set-off or retention rights regarding the purchase price if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. The same applies to the customer's rights to refuse performance and to withhold payment.

7. If we are obligated to perform in advance under a reciprocal contract, we may refuse to perform our obligations if, after conclusion of the contract, it becomes apparent that our claim to the counter-performance is jeopardized by the customer's lack of solvency. In the event of a significant deterioration of the customer's financial situation or impending insolvency, we are entitled to make deliveries only against prepayment or to demand the provision of suitable security. If such security is not provided within a reasonable period, we are entitled, after the expiry of this period, to withdraw from the contract and claim damages for non-performance.

§ 3 Price Changes

Price changes within the framework of a purchase agreement are permissible if more than six weeks elapse between the conclusion of the contract and the agreed delivery date. If, within this period, our wages, material costs, or market-based purchase prices increase, we are entitled to adjust the price accordingly. We will provide the customer with proof of these cost increases upon request.

§ 4 Transfer of Risk, Packaging and Shipping

1. Delivery of the goods is ex works FCA loading ramp according to Incoterms® 2020 at our factory in Dernbach or ex works FCA loading ramp Ransbach-Baumbach at our reasonable discretion. The collection point will be communicated to the customer in good time, usually 2-5 working days before collection.

2. If, contrary to clause 1, we agree to ship the goods, this will be at the customer's risk and expense. In the absence of a specific agreement, we are free to choose the shipping method.

3. In the cases mentioned above in section 2 of these provisions, we are liable for the fault of our own transport personnel only if we or our agents are guilty of intent or gross negligence. We do not take back packaging material.

4. Transport insurance will only be taken out at the customer's request. The customer is responsible for reimbursing the costs.

§ 5 Delivery and performance time

1. If a delivery period has been agreed upon, it only begins after receipt of all information from the customer necessary for the performance of the service, including any documents, certificates, and agreed-upon down payment. The same applies if any cooperation from the customer is required. The delivery period is considered met on the day we dispatch the goods.

2. We shall not be deemed to be in default if unforeseen obstacles arise, such as force majeure, official actions, lockouts, or operational disruptions, provided that such obstacles demonstrably have a significant impact on the performance of the contract and are not attributable to us. This also applies if the circumstances arise at our subcontractors or cooperation partners. Affected deadlines will be postponed appropriately for the duration of such measures and obstacles. We shall not be held responsible for the aforementioned circumstances even if they arise during an existing delay.

3. An unforeseen obstacle within the meaning of paragraph 2 may also be a pandemic and/or new disruptions caused by a pandemic already known or prevalent at the time of contract conclusion. The effects of a pandemic may also constitute unforeseen obstacles within the meaning of this paragraph, e.g., quarantine obligations of our employees, unforeseen long-term illnesses, absences due to illness, and/or delays in service provision resulting from working from home or other circumstances beyond our control that are exacerbated by the pandemic, e.g., contact restrictions, or employees being released from work for childcare due to the unavailability of kindergartens, schools, and other childcare facilities. We will inform the customer of any obstacles that arise and their likely impact and will propose a solution.

4. Partial deliveries from us are permitted, provided this is reasonable for the customer.

5. If a delivery period has been agreed upon, we are entitled to deliver on the first day of that period, provided it is a working day. The customer must accept the goods within 10 days of receiving our notification that they are ready for collection. If the acceptance period is exceeded by more than 5 working days, we are entitled, without prejudice to other legal remedies, to store the goods at our premises at the customer's expense and to invoice the agreed total price. All additional costs incurred due to the delay in acceptance may be claimed separately.

6. If the customer defaults on acceptance, the risk of accidental loss or accidental deterioration of the purchased item hereby passes to the customer.

7. Delivery is subject to the timely and correct delivery to us by our suppliers, including for individual components required for the manufacture of the final product. If we are unable to fulfill our obligations despite having entered into a corresponding hedging transaction, we will be released from our obligation to perform. This applies only if we are not at fault for this situation and there is no temporary impediment to performance on the part of our supplier. We will inform the customer immediately and refund any advance payments made.

§ 6 Warranty for Defects

1. The customer's warranty claims expire 12 months after delivery of the goods.

2. Paragraph 1 does not apply

  • for claims relating to defects in work on a building and/or a work whose success consists in the production or modification of an item or in the provision of planning or monitoring services for this purpose;

  • for defects in a building and/or in an item that, according to its usual purpose, has been used for a building and has caused its defectiveness;

  • if we fraudulently conceal the deficiency;

  • we have provided a guarantee for the quality of the item/our service or a durability guarantee, and the defect falls under this guarantee;

  • We are liable for any claims for damages by the customer seeking compensation for personal injury or damage to health. We are liable to the full extent permitted by law for any culpable injury to life, body, or health

  • for any claims for damages by the customer that are based on a grossly negligent breach of duty on our part or on an intentional or grossly negligent breach of duty by our legal representative or our vicarious agent;

  • for claims based on a culpable breach of our obligation to deliver the purchased item free from material and legal defects and our obligation to transfer ownership thereof;

  • For the sale of used goods. Warranty is excluded in the sale of used goods.

  • for entrepreneurs and their recourse claims arising from the fact that they in turn have fulfilled justified warranty claims of their customer, who is a consumer, due to a defect in the newly manufactured goods we have purchased;

3. There is no defect if we deliver an insufficient quantity or a higher-value product to the customer. In the case of an insufficient quantity, the customer is only entitled to subsequent delivery of the missing quantity.

4. The place of performance for the provision of supplementary performance is our registered office. The customer must bring the goods to our registered office or send them to us for inspection of the defect and for the provision of supplementary performance. Alternatively, the customer may remove the component that may be defective and send it to us for inspection.

5. In the event of a defect, we are entitled, at our discretion, to repair or provide a free replacement. The customer shall bear the costs of supplementary performance incurred by transporting the purchased item to a location other than the place of performance. Replaced parts become our property. We are not obligated to install the defect-free replacement part delivered as part of the supplementary performance into the sold item or to reimburse the customer for the costs incurred in removing the defective part and installing the replacement part.

6. Remedial action will only be taken if the customer has previously paid the purchase price less a reasonable retention. The retention may not exceed three times the cost of remedying the defect.

7. We assume no liability for the goods being free from third-party rights or claims based on industrial or intellectual property. It is the customer's sole responsibility to verify the intellectual property rights situation in the country of destination. If we are aware of any intellectual property rights relating to the goods in the country of destination, we will inform the customer.

§ 7 Liability

1. We are liable for any culpable injury to life, body or health to the extent permitted by law.

2. Furthermore, any claims by the customer are excluded.

3. Paragraph 2 does not apply,

  • in case of intent or gross negligence on our part;

  • to the extent that liability exists under the Product Liability Act,

  • if we deliberately conceal the deficiency,

  • if we have provided a guarantee for the quality of the goods/our service or a durability guarantee and the defect falls under this guarantee,

  • for claims based on a culpable breach of our obligation to deliver the purchased item free from material and legal defects and our obligation to transfer ownership thereof;

4. Liability is limited to damages that are typically foreseeable in connection with the conclusion of the contract.

5. In cases of slight negligence on our part, the customer's claim for compensation for damages caused by delay is limited to 50% of the agreed purchase price.

§ 8 Retention of Title

1. We retain title to the delivered goods until full payment of all outstanding claims arising from the business relationship with the customer. This also applies if individual or all claims are included in a current account and the balance has been drawn or acknowledged.

2. The customer is entitled to resell the purchased goods in the ordinary course of business. However, the customer hereby assigns to us all claims against its customers or third parties arising from such resale, up to the amount of the invoice. The customer remains entitled to collect these claims even after the assignment. Our right to collect the claims ourselves remains unaffected. However, we undertake not to collect the claims as long as the customer fulfills its payment obligations. If the customer is in default, we are entitled to information about the assigned claims and to the submission of the relevant documents, along with disclosure of the assignment by the customer. We undertake
to release the securities to which we are entitled at the customer's request, insofar as they exceed the value of the secured claims by more than 20%.

3. If the retention of title clause is invalid, the customer is obligated, at its option, to provide alternative security permissible under applicable law that most closely approximates the intent of retention of title or constitutes equivalent security. The customer further undertakes to take all measures necessary under applicable legal provisions for the establishment and authorization of such security and to provide us with proof thereof upon request.

§ 9 Assembly

The assembly of the item is not included in the scope of services and will only be provided upon separate agreement and payment of a separate fee.

§ 10 Place of performance

The place of performance for all services, in particular for the customer's payment obligations, is our registered office.

§ 11 Place of jurisdiction

If the customer is a merchant, the following applies: The exclusive place of jurisdiction for all obligations and disputes arising from this contract is our registered office.
We reserve the right to sue the customer at their registered office.

§ 12 Applicable Law

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

§ 13 Invalidity of a clause

Should any provision be or become invalid, this shall not render the agreement invalid.

§ 14 Notice regarding consumer dispute resolution

Alternative dispute resolution in consumer matters (Consumer Dispute Resolution Act – VSBG): We do not participate in dispute resolution proceedings before a consumer arbitration board. 

KBL GmbH
Ringstraße 24-26
56307 Dernbach Germany
Telephone +49 (0) 2689 94260
Fax +49 (0) 2689 942666
Version 3.1