T&Cs

1.1. The deliveries, services, and offers of NIVONA Apparate GmbH ("NIVONA") to entrepreneurs within the meaning of §§ 14, 310 of the German Civil Code (BGB), legal entities under public law, and special funds under public law (customer) are made exclusively under these conditions and any supplementary agreements made in individual cases.

1.2. The customer's order conditions that deviate from these conditions shall not apply, even if NIVONA does not separately object to their validity in individual cases. Even if NIVONA refers to a letter that contains or refers to the business conditions of the customer or a third party, this does not constitute an agreement with their validity.

2.1. Offers from NIVONA are non-binding unless they are expressly marked as binding or a specific acceptance period is provided.

2.2. The customer's order is a binding offer. NIVONA is entitled to accept this offer within 2 weeks of its submission. The acceptance becomes binding for the customer through an order confirmation in text form, invoicing, or delivery of the ordered goods.

2.3. The legal relationship between NIVONA and the customer is governed exclusively by the contract concluded in text form, including these terms of sale and delivery. This fully represents all agreements between the parties. Oral promises by NIVONA before the conclusion of the contract are legally non-binding, and oral agreements between the contracting parties are replaced by the contract in text form, unless it is expressly stated that they remain binding.

2.4. Additions and amendments to the agreements made, including these delivery conditions, require text form to be effective. With the exception of managing directors or authorized signatories, NIVONA employees are not authorized to make deviating oral agreements. Subject to proof to the contrary, our written confirmation is decisive for the content of oral agreements made with authorized representatives of NIVONA.

3.1. The risk passes to the customer as soon as the goods have been handed over to the person carrying out the transport, have left the NIVONA warehouse for dispatch, or, if picked up by the customer, when the goods have been made available for pickup. This also applies if NIVONA bears the shipping costs. If the dispatch or handover is delayed due to a circumstance for which the customer is responsible, the risk passes to the customer from the day on which the products are ready for dispatch and NIVONA has notified the customer of this.

3.2. The delivery times specified by NIVONA are only binding if they have been expressly promised or agreed upon as a fixed deadline.

3.3. The delivery period is met if NIVONA has handed over the products to the person carrying out the transport by the end of the period or if the products are ready for pickup by the customer by the end of the period.

3.4. Partial deliveries are permissible if the partial delivery is usable for the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured, and the customer does not incur any significant additional effort or costs as a result (unless NIVONA agrees to bear these costs).

3.5. NIVONA is not liable for the impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract for which NIVONA is not responsible. If such events make the delivery or service significantly more difficult or impossible for NIVONA and the hindrance is not only of a temporary nature, NIVONA is entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or service deadlines are extended or postponed by the period of the hindrance plus a reasonable start-up period. NIVONA will inform the customer of the expected delivery time as soon as it becomes known. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by means of an immediate written declaration to NIVONA.

3.6. Notwithstanding the above provisions, a delay by NIVONA requires a prior warning from the customer and the expiry of a reasonable grace period.

3.7. If NIVONA is in default, the customer, provided he is not in default of acceptance and can credibly demonstrate that he has suffered damage as a result, may demand compensation for default for each completed week of the delay of 0.5% of the value of the goods delivered late, but no more than 5%, without prejudice to proof of higher damage; otherwise, claims for damages are excluded. This does not apply in cases of intent, gross negligence, or due to injury to body or health. The customer may only withdraw from the contract within the scope of the statutory provisions if NIVONA is responsible for the delay in delivery. A change in the burden of proof to the detriment of the customer is not associated with this provision.

3.8. NIVONA fulfills its take-back obligation under the Packaging Act by participating in comprehensive disposal systems.

4.1. The prices are in Euros ex works NIVONA including packaging, plus the applicable statutory value-added tax.

4.2. If the agreed prices are based on NIVONA's list prices and delivery is to take place more than four months after conclusion of the contract, NIVONA's list prices valid at the time of delivery shall apply (in each case less any agreed discount). The same applies if delivery should have taken place at an earlier date but, due to a circumstance for which the customer is responsible, could only take place at a later date than four months after conclusion of the contract. This does not apply if a fixed price has been agreed.

5.1. Payments are to be made free of charge to NIVONA's paying agent according to the agreed payment terms within the payment periods specified on the invoice and are due upon their expiry. If no such agreement exists, the invoices are due for payment 14 days net from the invoice date. Spare parts are to be paid for immediately net. Agreed payment periods are met if NIVONA can dispose of the amounts within these periods.

5.2. If the provision of checks or bills of exchange has been agreed, payment is generally made on account of performance. Expenses and interest are to be reimbursed to NIVONA immediately.

5.3. The buyer may only set off against claims of the seller if the buyer's claims are undisputed or have been legally established, or if they are counterclaims from the same contractual relationship. The buyer is not entitled to a right of retention against the seller unless the buyer's claim is undisputed or has been legally established or concerns a counterclaim from the same contractual relationship.

5.4. If the customer exceeds the agreed payment periods, NIVONA is entitled to charge the statutory default interest (currently 9 percentage points above the base rate) as well as a flat fee of €40. The flat fee is to be credited against any damages owed, insofar as the damage is based on the costs of legal action.

5.5. If the customer fails to meet payment obligations, if checks or bills of exchange are not honored, if the customer ceases payments, or if he applies for the opening of insolvency proceedings, NIVONA is entitled to carry out or provide outstanding deliveries or services only against advance payment or security. This also applies in the event of any other significant deterioration of the customer's economic circumstances after conclusion of the contract.

6.1. The products remain the property of NIVONA until all existing or future claims to which NIVONA is entitled against the customer have been fulfilled ("reserved goods"), regardless of the legal grounds, even if the individual goods have been paid for. Pledging or transferring the reserved goods by way of security is not permitted.

6.2. The customer is only entitled to resell the reserved goods in the ordinary course of business. In the event of the resale of the reserved goods, the customer assigns to NIVONA in advance as security the future claims arising from the resale, which NIVONA accepts, without the need for any subsequent special declarations. The assignment also extends to balance claims arising from existing current account relationships or from the termination of such relationships between the customer and his buyers. If the reserved goods are sold together with other items, rented, or become a permanent part of a property through installation, the customer assigns to NIVONA that part of the total price claim that corresponds to the value of the reserved goods invoiced by NIVONA.

6.3. Until revoked, the customer is authorized to collect the assigned claims from the resale in his own name and for his own account; however, he is not entitled to dispose of them in any other way, e.g., by assignment. Without prejudice to NIVONA's right of revocation, the collection authorization becomes invalid if the customer culpably defaults on payment after a claim is due. At NIVONA's request, the customer must notify the relevant buyer of the assignment of the claim and provide NIVONA with the documents required to assert its rights against the buyer, e.g., invoices, and provide the necessary information. All costs of collection and any interventions shall be borne by the customer.

6.4. In the case of payments by check/bill of exchange, ownership is only transferred upon full redemption of the check/bill of exchange.

6.5. In the event of seizures, confiscations, or other dispositions or interventions by third parties, the customer must notify NIVONA immediately.

6.6. If the value of the security exceeds NIVONA's claims against the customer from the ongoing business relationship by more than 20%, NIVONA is obliged to release securities of its choice to the extent that there is an excess of security, upon the customer's request.

6.7. In the event of the customer's default in payment, NIVONA is entitled to withdraw from the contract and take back the reserved goods after the unsuccessful expiry of a reasonable period for performance set for the customer. The statutory provisions on the dispensability of setting a deadline remain unaffected. The customer is obliged to surrender the goods. If NIVONA has withdrawn from the contract, NIVONA is entitled to enter the premises where the reserved goods are stored for the purpose of taking them back and to demand the assignment of the customer's claims for surrender against third parties.

7.1. Claims for material defects by the customer against NIVONA shall become time-barred twelve (12) months from the delivery of the products to the customer. The foregoing provisions shall not apply insofar as the law prescribes longer periods pursuant to §§ 438 BGB (items for buildings), 445b BGB (right of recourse), 327u BGB (right of recourse for digital products), and 634a BGB (construction defects). The statutory provisions on the suspension and recommencement of the limitation period remain unaffected.

7.2. The obligation is to deliver goods of average type and quality, with the standard being the conditions of NIVONA and the average type and quality of its goods. Statements and agreements on quality do not constitute a guarantee unless this is expressly agreed.

7.3. Should the delivered goods or the service be defective, NIVONA shall, without prejudice to any rights of recourse of the customer under §§ 478, 445a, 445b, 445c and 327u BGB, provide a warranty at its discretion through free subsequent performance (rectification or replacement). Further warranty claims for subsequent performance, reduction, withdrawal, or damages are excluded, without prejudice to section 7.5. The right of withdrawal is not excluded if the subsequent performance has failed. The right to damages is not excluded if the subsequent performance was culpably omitted; otherwise, section 8 of these provisions applies to claims for damages.

7.4. No liability is assumed for natural wear and tear or for damage arising after the transfer of risk as a result of incorrect or negligent handling, improper modification or repair work, excessive strain, unsuitable operating materials, or due to special external influences.

7.5. NIVONA shall bear the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor, and material costs. This does not apply if the costs are disproportionate.

7.6. The delivered goods must be carefully inspected immediately after delivery to the customer or to a third party designated by him. The goods are deemed to have been approved by the customer with regard to obvious defects or other defects that would have been apparent upon immediate, careful inspection, if NIVONA does not receive a notice of defects in text form within fourteen (14) working days after delivery. The customer must report other defects to NIVONA in text form immediately after they become apparent, but no later than within fourteen (14) working days.

7.7. If NIVONA fulfills the consumer's warranty claims directly, the customer's rights of recourse against NIVONA are excluded. Otherwise, the customer's rights of recourse against NIVONA exist only to the extent that the customer has not made any agreements with the consumer that go beyond the statutory claims or made voluntary concessions. The customer's claim under § 445a or § 327u BGB, which must be substantiated, is nevertheless limited to the amount that was necessary for a successful subsequent performance, taking into account economic efficiency. The customer bears the burden of proof for the necessity of higher costs. To substantiate the right of recourse, the customer must enclose a copy of the purchase receipt, a proof of service signed by the consumer with the full designation of the replaced original spare part or a spare part authorized by the manufacturer, and a calculation of the transport, travel, labor, and other material costs incurred. Instead of the above-mentioned individual settlement, NIVONA may, at its discretion, fulfill the customer's statutory right to reimbursement under § 445a BGB by means of a reasonable flat rate, provided this has been agreed. NIVONA reserves the right to set off claims for damages arising from improperly performed subsequent performance by the customer within the scope of its manufacturer's warranty.

7.8. The above provisions apply accordingly to defects of title.

7.9. The provisions of the Product Liability Act (ProdHaftG) remain unaffected by the above provisions.

Unless another liability provision is made elsewhere in these conditions, NIVONA is only obliged to compensate for damage incurred by the customer directly or indirectly as a result of a delay by NIVONA, a faulty delivery, or for any other legal reasons attributable to NIVONA, as follows.

8.1. The obligation to pay damages exists in principle only if NIVONA is at fault for the damage it has caused or if it is responsible for a breach of duty. Liability for accidental events and for force majeure is excluded.

8.2. Liability for damages arising from a non-intended use of the goods is excluded.

8.3. Claims for compensation for damages other than those arising from injury to life, body, or health exist (without prejudice to section 8.4.) only if the seller can be accused of a grossly negligent or intentional breach of duty.

8.4. In the event of a breach of a material contractual obligation, the seller is also liable for simple negligence. A material contractual obligation is the main performance obligation or another obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer regularly relies and may rely, or the breach of which jeopardizes the achievement of the purpose of the contract, in particular the obligation to deliver the goods on time and their freedom from defects of title and such material defects that impair their functionality or usability more than insignificantly. In these cases, only the contract-typical, reasonably foreseeable damage will be compensated.

8.5. Claims by the customer are excluded to the extent that the damage is attributable to breaches of duty for which the customer is responsible. NIVONA is liable for measures taken by the customer to avert damage to the extent that it is legally obliged to do so.

8.6. If the customer wishes to make a claim against NIVONA under the above provisions, he will inform and consult NIVONA immediately and comprehensively. He must give NIVONA the opportunity to investigate the damage case. The contracting parties will coordinate the measures to be taken, especially in settlement negotiations with third parties.

8.7. In determining the amount of damages, the economic circumstances of NIVONA, the nature, scope, and duration of the business relationship, and the value of the delivered goods shall be reasonably taken into account in favor of NIVONA in good faith.

8.8. The liability of the legal representatives and the vicarious agents of NIVONA is limited in the same way as the liability of NIVONA in accordance with the above provisions.

8.9. The foregoing provisions do not imply a change in the burden of proof to the detriment of the customer. Furthermore, the liability of NIVONA under non-derogable law, in particular under the Product Liability Act, remains unaffected.

9.1. The place of jurisdiction for all disputes arising from the contractual relationship is Nuremberg, provided the customer is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in the Federal Republic of Germany. However, NIVONA is also entitled to sue at the customer's local court. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

9.2. The place of performance and fulfillment is Nuremberg.

9.3. The contractual relationships shall be governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the rules of private international law.

9.4. Should the contract or these terms of sale and delivery contain any loopholes, those legally effective provisions shall be deemed agreed upon to fill these loopholes which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms of Delivery had they been aware of the loophole.

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