general terms & conditions

The present general terms and conditions apply to all contracts concluded between you and us, the company BETZLER GROUP AG, represented by Maximilian Betzler, unless nothing else has been expressly agreed in writing. We do not accept deviating or conflicting conditions insofar as we have not expressly agreed to them in writing.

These terms and conditions shall also govern all future transactions.

These terms and conditions fully and completely comprise our contracts with you. Apart from these terms and conditions, no oral or written terms or conditions apply.

The terms and conditions shall apply to contracts for the sale and/or delivery of movable goods, irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the terms and conditions shall apply in the version valid at the time of the order or, in any event, in the version last notified in text form, as a framework agreement also for similar future contracts, without our having to refer to them again in each individual case.

Legally relevant declarations and notifications of us regarding the contract (e.g. setting of deadlines, reminders, withdrawal) shall be made in writing. Written form in the sense of these terms and conditions includes written and text form (e.g. letter, e-mail, fax). Legal formal requirements and further evidence, in case of doubts about the legitimacy of the declarant, shall remain unaffected.

References to the applicability of statutory provisions shall only have the meaning of clarification. Therefore, even without such clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in these terms and conditions.

Our business activities are directed exclusively at entrepreneurs within the meaning of section 14 BGB. We may therefore demand that you provide us with sufficient proof of your entrepreneurial status prior to conclusion of the contract, e.g. by stating your VAT ID number or other suitable proof. The information required for proof shall be given by you complete and truthful.

The exclusive language available for the conclusion of the contract shall be English. Translations of these general terms and conditions into other languages are for information only. In the event of contradictions between the English text and the translations, the English text shall prevail.

Our proposals may be subject to change without prior notice. A proposal shall be deemed to be accepted by us only if we confirm acceptance in writing or if the goods have been delivered.

The order of the goods by you shall be deemed a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this offer of contract within 14 days of its receipt by us.

Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to you.

Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value added tax.

Our prices are in Euro / USD.

In the case of a sale by delivery to a place other than the place of performance, you shall bear the transport costs ex warehouse and the costs of any transport insurance requested by you. Any customs duties, fees, taxes and other public charges shall be borne by you.

If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardized by your inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

Unless otherwise agreed in writing, the dispatch shall be effected by us at your risk. We reserve the right to choose the route and means of transportation, unless otherwise agreed.

Risk of damage to or loss of the goods shall pass to you upon delivery of the goods to you through the forwarding agent, the carrier or any other company appointed for the execution of the dispatch, however not later than upon leaving our site. This shall also apply if we perform the delivery directly. Any damages occurring during transportation shall immediately be brought to our attention by mentioning such damages on the delivery notes. The Customer shall cause the competent authorities to prepare an ascertainment of the facts immediately in order to assert claims for damages. Any transportation insurance policies will be set up only upon your specific request and on your expense.

In case the goods are ready for delivery, but the dispatch is delayed for reasons for which you are liable, the risk shall pass to you after a written notification.

The purchase price is due immediately after placing the order. If payment has not been effected before the maturity date, we are allowed to charge an interest rate of 8% per annum above the Basic Interest Rate as lump sum damage claim. The interest rate shall be reduced if you prove a lower damage. The day of the receipt of payment is the date when the invoice amount has been received respectively has been credited to our account. The right to assert any further claims for damages according to the legal stipulations remain unaffected.

The payment of the goods can be made via credit card, via bank transfer or via our payment provider.

Our bank details are:

BANK

Raiffeisen

IBAN

CH66 8080 8001 4140 9100 9

BIC

RAIFCH22XXX

BANK ADDRESS

Raiffeisenplatz, 9001 St. Gallen, Switzerland

Cheques and bills of exchange offered shall be accepted by us only if explicitly agreed to and only as means on account of performance. All costs and expenses in connection with the cheques and the bills of exchange shall be borne by you. We shall not be obliged to present the cheques and the bills of exchange for acceptance in good time or to protest against a cheque or a bill of exchange.

If we get to know circumstances which raise doubts about your creditworthiness, we shall be entitled to claim provision of security. If you do not provide security within a respite period set by us, we shall be entitled to rescind the contract. This shall also apply, if we have received cheques or bills of exchange.

You may have the right to retention or set-off only with respect to those counterclaims which have not been contradicted by us or finally settled by court.

The goods shall remain our property until full payment.

You are entitled to resell and reprocess the goods under retention of title as long as you are not in default. However, you may not pledge the reserved goods or assign them by way of security. In this case, you already transfer all claims resulting from this resale to us in the amount of the invoice value, regardless if this resale takes place before or after a possible processing of the goods delivered under retention of title. We accept this assignment. Notwithstanding our authority to collect the claim ourselves, you remain entitled to collect the claim even after the transfer. In this context, we undertake not to collect the claim ourselves as long and if you are not in default in payments, no filing for insolvency proceedings or other proceedings against your assets exists and if no cessation of payments is given. If the abovementioned securities exceed the claims to be secured by more than 10 %, we are obliged to release the securities on your request at our discretion.

Any treatment and processing of goods under retention of title shall be effected for us as the producer pursuant to Article 950 of the German Civil Code without any obligation on our part whatsoever. If our goods are processed or combined with other objects not being in our property so that they become an integral part of a whole, we shall acquire (co-)ownership to the new object according to the invoice value of our goods in relation to the invoice values of the other objects processed or combined. You shall keep the new object in our ownership or co-ownership free of charge. Goods to which we are entitled to (co-)ownership shall also be deemed to be goods under retention of title within the meaning of these general terms and conditions.

In case of an action of a third party with respect to the goods, in particular in case of seizure of goods, you shall point out our ownership to that person and notify us of such action immediately, so that we are able to enforce our ownership rights. To the extent that such third person cannot refund our judicial and extra-judicial costs, you shall be liable for these costs.

In case you breach the contract, especially by, but not limited to, delay of payment, we may retrieve all goods under retention of title. In this case you shall be obliged to return such goods without any further action. We shall also be entitled to claim the assignment of your claim for return against a third party. The retrieval of such goods under retention of title shall be considered as a rescinding from the contract only if we explicitly stipulate such rescinding.

We deliver the goods pursuant to the agreements made. Arising shipping costs are listed in the product description and are billed separately.

In case delivery dates and periods have not been agreed, we shall make our best efforts to comply with non-binding delivery dates and periods which may be subject to change and can be given only approximately (for example indicated as "app.", "about" etc.).

It shall be permitted to effect deliveries prior to the expiration of the delivery period. If a delivery period is agreed, it shall begin with the date of the confirmation of the order, but not prior to a final agreement about all relevant issues of the transaction. The agreed delivery date or a delivery period shall be deemed to be complied with if we have dispatched the goods e.g. have handed them over to the carrier in due time by indicating the requested date of arrival or, in the case of non-dispatch which is not caused intentionally or negligently, if the goods are ready for dispatch in the warehouse.

In case of delay in delivery, you shall be entitled to claim a compensation of 1 % for every completed week but limited to a total amount of 5 % of the invoice value of the goods or services affected by the delay in delivery. This shall not apply if the delay was caused intentionally, by gross negligence or the intentional or negligent breach of an essential contractual obligation. In case of gross negligence or intentional or negligent breach of an essential contractual obligation we shall be liable only for the foreseeable damage typical of the contract.

In case of delay in delivery, you shall be obliged to set a reasonable time limit for the delivery. After expiration of such time limit without delivery, you shall be entitled to rescind the contract, either in whole or in part. Claims for damages for non-performance shall be excluded. Sec. 9.4 sentences 2 and 3 shall apply mutatis mutandis.

We shall be entitled to make partial deliveries and partial performances to a reasonable extent.

Delay in delivery shall not be assumed if you are in default with the performance of any of your obligations towards us.

We shall be entitled to claim damages and expenses which are caused by your default of acceptance or any other breach of your obligations to cooperate. In case of your default of acceptance, we shall not be liable for accidental loss, destruction or deterioration of the goods.

If, for reasons beyond our control, we do not receive deliveries from our suppliers, or receive deliveries incorrectly or delayed, or in any event of force majeure, we shall be entitled to delay the delivery for the period of such obstruction or, if a respite period set by us vis-à-vis our supplier has expired without success, to rescind the contract, either in whole or in part, with respect to the obligations not yet fulfilled. Force majeure shall be defined as, but not limited to, strike, lock-out, orders and actions from authorities, shortage of energy and raw material, shortage of transportation capacity, operative breakdowns beyond our responsibility (e. g. fire, flood or destruction of machinery, or any other events which from any objective point of view have not been caused by our fault). If such delay cannot be reasonably accepted by you, you have the right to rescind the contract immediately in writing under the condition of our prior consultation.

If the goods delivered are defective, you are entitled, within the scope of statutory provisions, to demand supplementary performance in the form of removal of defects or delivery of a defect-free item. We are entitled to choose the form of supplementary performance. If the supplementary performance fails, you have the right to reduce the purchase price or to withdraw from the contract. Precondition for any warranty claim is that you fulfil all obligations to inspect and to reprimand owed pursuant to Sec. 377 HGB.

Upon our request you shall return the defective goods to us. The shipping expenses arising from such return shall be paid by us if the complaint is justified and has been made in due time. Otherwise, you shall be responsible for such expense.

You shall discontinue any further treatment or processing or use of our goods, and we shall have the opportunity to remove and examine such defect the complaint was based upon.

Except as set forth in the following (Sec. 9.5 and 9.6), all other of your claims - for any legal reason whatsoever - are excluded. We shall not be liable for any damages caused by processing of goods with obvious defects. We shall not be liable for any damage to other products, equipment or material than the delivered goods, either. We shall not be liable for lost profit or any other pecuniary loss of you.

The above discharge from liability shall not apply, it the damage results from an intentional breach of the contract or if we have guaranteed the quality of the goods.

If the damage results from gross negligence or breach of an essential contractual obligation we shall be liable only for the foreseeable damage typical of the contract.

The limitation period of warranty claims for the goods delivered is twelve months from receipt of the goods, except in cases of claims for damages.

We are liable for intent and gross negligence. Further, we are liable for the negligent breach of obligations, whose fulfilment is essential to enable the ordinary implementation of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance you as a customer may rely on regularly. In the last-mentioned case, we are only liable for the foreseeable, typical contractual damage. The same applies to breaches of duty by our vicarious agents.

To the extent that the limitations of liability according to Sec. 9.4 - 9.6 do not limit the producer's liability pursuant to Article 823 of the German Civil Code, our liability shall be limited to an adequate amount covered by our product liability insurance in accordance with German General Conditions of Product Liability Insurance (AHB).

The abovementioned exclusions of liability do not apply in case of damage of life, body and health.

The liability pursuant to the product liability law remains unaffected.

Amendments or supplements of these general terms and conditions require the written form to be binding.

The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Venue of performance is Pfäffikon, Switzerland. The courts of Cologne, Germany, shall have exclusive jurisdiction for dispute, in connection with this contract.

If individual provisions of these general terms and conditions are ineffective, the terms and conditions, as a whole, remain unaffected. The contractual parties shall amicably decide to replace the ineffective provision by a legally effective provision, which comes closest to the commercial purpose of the ineffective one. The provision shall accordingly apply in case of gaps.