General Terms and Conditions Novoferm Group

General Terms and Conditions for all group companies of the Novoferm Group in Germany Status 01/20
Valid from 01/06/2020

1 Scope of application

  1. The General Terms and Conditions for all group companies of the Novoferm group of companies in Germany, as of 01/2020, apply to all purchase contracts and contracts for work and materials with and without ancillary installation services from NOVOFERM. As of 01/01/2020, the personal scope of application extends to the following group companies:

    o Novoferm GmbH, Schüttensteiner Str. 26, 46419 Isselburg (Reg.: AG Coesfeld HRB 7771)
    o Novoferm Vertriebs GmbH, Schüttensteiner Str. 26, 46419 Isselburg (Reg.: AG Coesfeld HRB 12057)
    o Novoferm Spare Parts GmbH, Isselburger Straße 31, 46459 Rees (Reg.: AG Coesfeld HRB 13895)
    o DSS Docking Solution und Service GmbH, Springrad 4, 30419 Hannover (Reg.: AG Hannover HRB 202851)
    o Novoferm Verladetechnik und Service GmbH, Willi-Bleicher-Straße 7
    (Gewerbegebiet - Im großen Tal), 52353 Düren (Reg.: AG Düren HRB 2646)
    o Novoferm tormatic GmbH, Eisenhüttenweg 6, 44145 Dortmund, (Reg.AG Dortmund HRB 14016)
    o Novoferm Riexinger Türenwerke GmbH, Industriestraße 12, 74336 Brackenheim (Reg.: AG Stuttgart HRB 320355)
    o Novoferm Siebau GmbH, Backeswiese 23, 57223 Kreuztal (Reg.: AG Coesfeld HRB 14898)

    hereinafter collectively referred to as NOVOFERM and in the following as the respective contractual partner of the customer "we".
  2. The General Terms and Conditions as of 01/20 only apply to business transactions with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Our purchase contracts and contracts for work and materials with and without ancillary installation services are based exclusively on these terms and conditions. They shall be deemed to have been recognised when the order is placed or, at the latest, when the delivery is accepted. Our terms and conditions do not apply to public contracts (VOB/A, VOL/A), even if reference is made to them in the offer or parts thereof in individual cases. Any other terms and conditions of the customer shall not become part of the contract unless they are expressly accepted by us in writing. Our terms and conditions shall also apply to all future transactions.
  3. The General Terms and Conditions as of 01/2020 do not apply to all contracts for service, maintenance, assembly, repair and other ancillary services that are not merely ancillary obligations of a purchase contract. The Service, Assembly and Repair Terms and Conditions as of 01/20 apply as a special regulation for independently established contractual relationships that contain a service (service contracts) or a performance success (work contracts). Construction contracts are excluded; for these, the individually negotiated and agreed terms and conditions of the contract apply.

    "The General Terms and Conditions as of 01/2020 do not apply to contracts that you conclude with Novoferm dealers via our platform. These contracts are subject to the General Terms and Conditions of the respective Novoferm dealer, which will be made available to you separately before the contract is concluded."
  4. Section I regulates the contractual conditions for NOVOFERM's online sales platforms. These are designed purely as business platforms and are not accessible to consumers within the meaning of Section 13 BGB. NOVOFERM currently operates the following platforms:

    o NOVOSALES trading platform of Novoferm Vertriebs GmbH
    o TORMATICSALES trading platform of Novoferm tormatic GmbH
    o Novoferm Online Shop trading platform of Novoferm GmbH for export customers
    o SPARE PARTS trading platform of Novoferm Spare Parts GmbH
    o mydocking eShop trading platform of DSS Docking Solution und Service GmbH
  5. Section II governs the terms and conditions of purchase that form the basis of all purchase contracts and contracts for work and materials with and without ancillary assembly services.
  6. Section III governs the terms and conditions for work and materials, which are the supplementary basis for all purchase contracts if the object of purchase is manufactured for the customer or modified according to the customer's specifications.
  7. Section IV regulates the conditions for ancillary services under a contract for work and labour (assembly, commissioning) for all purchase contracts with ancillary assembly services within the meaning of clause 1 (2).

Section I Contractual conditions for the online sales platforms

2. terms of use, conclusion of contract

  1. The use of NOVOFERM's trading platforms requires registration with the respective responsible platform operator. Proof of the customer's entrepreneurial status and acceptance of the terms of use of the respective platform by the customer is a prerequisite for setting up a customer account. In order to verify the entrepreneurial status of the registered user, NOVOFERM reserves the right to request the business registration and/or the VAT identification number of companies not entered in the commercial register or company register.
  2. The registered customer can only use the order function of the sales platforms if he accepts the validity of the General Terms and Conditions for all group companies of the Novoferm group of companies in Germany as of 01/20 as the basis for the transactions initiated or concluded via the sales platform. The customer will be informed during the ordering process if conditions that deviate from or supplement the General Terms and Conditions apply to the online order.
  3. The presentation of goods on the trading platforms merely represents an opportunity - without obligation for NOVOFERM - for the customer to order the goods shown. The selection and ordering process can be cancelled by the customer at any time.
  4. By sending the order, the customer makes a binding offer to NOVOFERM to purchase the contents of the shopping basket. The order can be checked, changed and printed out in the shopping basket before dispatch. Functions and commands are explained using common pictograms and text overlays. By clicking on the "Place binding order now" button, the customer places a binding order. For commercial purchases and B2B business between entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), there are generally no cancellation options.
  5. The offer is accepted by written order confirmation from NOVOFERM or by delivery of the goods. The automatically generated confirmation of receipt of the order does not yet constitute acceptance of the offer, but merely documents that the order has been received by NOVOFERM and is being processed further.
  6. The estimated non-binding delivery date is stated in the order confirmation from NOVOFERM. The customer receives a delivery notification before delivery of heavy loads. The customer will be informed when the ordered goods are ready for collection.
  7. NOVOFERM is free not to accept online orders. The decision to do so is at NOVOFERM's own discretion. If NOVOFERM does not wish to fulfil an online order, the customer will receive a corresponding message instead of the order confirmation.
  8. The text of the contract is stored by NOVOFERM after conclusion of the contract. Registered customers can view and print out their orders for a period of 6 years after conclusion of the contract.

Section II Terms and conditions of purchase

3 Offer and conclusion of contract

  1. Unless expressly stated otherwise, our offers are non-binding.
  2. The documents enclosed with the offer and our brochures, catalogues and product presentations on the Internet only provide approximate information and illustrations customary in the industry, unless otherwise stated. We retain ownership and copyright to the documents enclosed with the offer. They may only be passed on to third parties with our prior written consent.
  3. Acceptance of the purchase contract is effected by our written order confirmation or by actual execution of the delivery.
  4. Amendments and collateral agreements must be made in writing.
  5. If a declaration of intent or knowledge is transmitted by the buyer by remote data transmission (RDT) - in particular by e-mail including its file attachments - the data received or retrieved by us shall be binding.

4. delivery - place of fulfilment - transfer of risk - insurance

  1. Unless otherwise agreed, we deliver ex works (EXW Incoterms® 2020); in the case of delivery by a third party company commissioned by us to manufacture the goods, we deliver ex their respective operating or storage facility.
  2. Reasonable partial deliveries are permitted. In particular, the delivery of bulky goods (e.g. frames, doors, gates, etc.) separately from their accessories is permitted, unless otherwise agreed.
  3. The place of fulfilment for the delivery obligation incumbent on us is the agreed place of delivery, alternatively the registered office of the NOVOFERM Group company that has concluded the purchase contract with the purchaser.
  4. In the case of pick-up orders, our delivery obligation is fulfilled in full as soon as the purchaser has been notified that the goods are ready for delivery and the purchaser is in default of acceptance. The risk is transferred to the buyer when the goods are made available at the collection warehouse.
  5. In other cases, the risk shall pass to the Buyer when the goods are handed over to the forwarding agent or carrier, at the latest when the goods leave our factory or warehouse or the factory or warehouse of the actual supplier.
  6. If the buyer requests delivery by us, packaging, loading and dispatch shall be carried out at our discretion and always for the account and at the risk of the buyer. Insofar as our employees or authorised agents assist with packing, loading and unloading or transport, they act at the risk of the buyer as his vicarious agents.
  7. Goods which the buyer has agreed to collect shall be stored at the buyer's expense and risk from the time at which the buyer has been notified of readiness for delivery and is in default of collection.
  8. In the case of deliveries, the buyer must ensure that the goods can be unloaded immediately. Waiting hours, additional expenses and costs due to lack of free accessibility or other obstacles to delivery, protection and storage costs or return freight or costs for additional journeys shall be invoiced according to actual expenditure.
  9. The buyer is responsible for taking out transport and similar insurance. In the event of transport damage, it is the buyer's responsibility to immediately arrange for a statement of facts with the competent authority, as otherwise any claims against the forwarding agent, carrier or their insurer may be cancelled.

5. delivery time, default of acceptance

  1. Delivery times stated in brochures, catalogues, presentations on the Internet, cost estimates and offers are subject to the proviso that our suppliers and sub-suppliers are able to fulfil their obligations to us, just as we reserve the right to deliver in any other case.
  2. Delivery periods or dates stated in quotations, orders or order confirmations shall only become binding contractual dates if they have been expressly agreed as binding.
  3. The sole decisive factor for compliance with the delivery period is the notification of readiness for dispatch, in cases of delivery the handover of the goods to the forwarding agent or carrier. The delivery deadline shall also be deemed to have been met if the essential components of the goods are ready for dispatch at the specified time or, in the case of delivery, have been handed over to the forwarding agent or carrier; the subsequent provision of non-essential accessories shall not prevent the delivery from being made on time.
  4. We are entitled to set a reasonable deadline for acceptance and, if this deadline expires without result, to otherwise dispose of the delivery item and to supply the buyer within a reasonably extended deadline. Alternatively, we are entitled to store the goods at the expense and risk of the Buyer and to invoice the purchase price.
  5. If the Buyer is in default of acceptance, we shall be entitled, at our discretion and after a period of 14 days, either to demand acceptance or acceptance of all or part of the delivery or service or to withdraw from the contract and demand compensation in lieu of performance. In addition to the verifiable damage items in individual cases, we are entitled to charge 15% of the net order value for overheads and a further 15% as lost profit. The buyer reserves the right to prove that no or lower overheads or lost profits were incurred.

6 Order changes, cancellation

  1. Changes to orders for goods in stock are possible subject to acceptance of a reasonable processing fee, the current amount of which we announce in our price list for ancillary costs and conditions on the respective company's website. Any expenses already incurred or costs incurred shall be reimbursed in any case of (partial) cancellation approved by us in individual cases. When taking back goods already delivered from stock, we shall charge a return fee for each consignment to be processed, the current amount of which is stated in our price list for ancillary costs and conditions on the company's website. The charge is calculated as a percentage of the net value of the goods plus VAT, but at least in the amount of the specified flat-rate fee per consignment. The prerequisite for a return is undamaged and originally packaged goods.

7. force majeure, obstacles to delivery for which neither contracting party is responsible

  1. If we are prevented from delivering due to force majeure, the delivery date shall be extended without further ado by the duration of the force majeure plus a reasonable start-up time. Unforeseeable circumstances for which we are not responsible and which make delivery unreasonably difficult or temporarily impossible shall be deemed equivalent to force majeure. Examples include industrial action, official measures, unavoidable shortages of raw materials or energy, significant operational disruptions due to the destruction of the business as a whole or important departments or due to the breakdown of essential production facilities or significant parts of the workforce due to pandemics, serious transport disruptions, etc., e.g. road blockades, industrial action in the transport industry, general driving or flight bans. This also applies if these circumstances occur at major upstream suppliers. The specified circumstances shall also exonerate us if they arise during a delay that has already occurred. We shall notify the buyer of these circumstances as soon as possible. Notification may be omitted if the buyer is already aware of the circumstances. If these circumstances persist for more than 3 months, we shall also have the right to withdraw from the contract. At the buyer's request, we must declare whether we will withdraw from the contract or deliver within a reasonable period to be determined by us. Claims for damages by the buyer are excluded in these cases. Both contracting parties may withdraw from the contract without liability for damages if it is established that fulfilment of the contract has become impossible due to these circumstances.
  2. If delivery is temporarily prevented or delayed for reasons for which we are not responsible, the delivery period shall be extended accordingly by the verifiable duration of the hindrance. When calculating the extension of the delivery period, a reasonable start-up time for the resumption of delivery activities shall be taken into account. Claims for fulfilment by the buyer or claims in lieu of performance are excluded during the period of hindrance.

8 Delay, limitation of liability

  1. If an express fixed date has not been agreed, default in delivery shall only occur after a reminder. The buyer may only withdraw from the contract after the expiry of a reasonable period. Even after expiry of the deadline, the buyer is obliged to accept the goods unless we have received the notice of cancellation before dispatch of the delivery item or notification of readiness for dispatch.
  2. If we, our legal representatives or our vicarious agents are responsible for intent or gross negligence with regard to the occurrence of the delay or had guaranteed a fixed date or the buyer's interest in the service has demonstrably ceased to exist due to the occurrence of the delay, we shall be liable in accordance with the statutory provisions.
  3. Insofar as the delay in delivery is due to the culpable breach of a material contractual obligation, non-compliance with which jeopardises the purpose of the contract, liability shall be limited to the foreseeable, typically occurring damage and a maximum of 5% of the purchase price of the delayed parts of the delivery. Insofar as timely partial deliveries are not reasonable for the customer, they shall not be taken into account when calculating the upper liability limit (maximum 5% of the total purchase price of the delivery).
  4. Damages from loss of rent or production, loss of use, downtime costs, loss of profit or contractual penalties promised to third parties which have been incurred or forfeited by the buyer or its customers due to the delayed delivery shall only be compensated if a binding delivery date was agreed and the buyer has pointed out in writing the specific damages and costs that are imminent if the deadline is exceeded when the deadline was agreed.
  5. Otherwise, liability is excluded.

9 Prices, minimum order value, ancillary costs

  1. Unless otherwise stated in the order confirmation, our prices are quoted in EURO net free delivery address in accordance with the dispatch clause, plus VAT at the rate applicable at the time of delivery, only for the respective individual order and the services listed. Special services shall be remunerated separately. The conditions and ancillary costs are regulated decentrally for each NOVOFERM company and are published in the price list for ancillary costs and conditions on the respective website of the company with which you are concluding your contract.
  2. In the case of free delivery to the construction site, the price is always free lorry on a passable road at ground level, unless otherwise agreed. If the minimum order value for construction site deliveries is not reached, we will charge delivery costs, the current amount of which we will announce in our price list for ancillary costs and conditions on the respective company's website.
  3. Delivery addresses with island or mountain locations without lorry access lead to additional time and logistical costs. After agreement on the additional costs for multimodal transport (ferry, ship freight, helicopter, etc.), NOVOFERM will charge the additional costs to the buyer according to its own costs, plus a forwarding surcharge of 25% on the special freight costs. For parcel delivery, the conditions of the contracted service provider apply. All islands that have a direct bridge connection to the mainland are not considered island locations (Fehmarn, Poel, Rügen, Usedom, Zingst), where the prices and transport conditions for the national mainland apply.
  4. Unloading, including transport to the place of use and storage, is the responsibility of the buyer. If the buyer does not provide a forklift truck or loading personnel, our carrier is authorised to unload the goods himself at the buyer's expense and risk.
  5. If no unloading equipment (crane, forklift) is available at the unloading site, an unloading aid (truck-mounted forklift) and operating personnel can be provided at the request and expense of the buyer. The order must be placed at the latest immediately after receipt of the despatch advice. Otherwise, additional expenses or return freight must be reimbursed by the buyer.
  6. Unless otherwise agreed, we will bear the costs for freight and packaging for a total value (per delivery), the current amount of which we will announce in our price list for ancillary costs and conditions on the respective company's website.
  7. NOVOFERM reserves the right to set different minimum order values for individual group companies or to levy minimum quantity surcharges for orders below the minimum order value.
  8. For the parcel delivery of spare or small parts by post or carrier, we charge flat rates for postage and packaging depending on the type of dispatch, the current amount of which we announce in our price list for ancillary costs and conditions on the respective company's website. We are only liable for the time of arrival within the framework of the terms and conditions of the commissioned carrier.
  9. If prices have not been bindingly agreed in writing, the prices stated in our order confirmation shall apply, otherwise the prices valid at the time of execution of the contract in accordance with our relevant price list.
  10. Unless otherwise agreed (e.g. fixed prices), the contracting parties reserve the right to change prices if raw material prices, prices of upstream suppliers, wages, transport costs, tax rates or other cost factors change by more than 5% between price agreement and execution of the order and the specific change was not foreseeable when the contract was concluded. The burden of proof lies with the party making the adjustment claim. The claim can be enforced at the earliest 4 months after conclusion of the contract.

10 Terms of payment, collection authorisation, cash discount, default of payment, deterioration of assets, provision of security, prohibition of offsetting, rights of retention

  1. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment immediately upon receipt of the invoice by the buyer.
  2. In the case of new customers, NOVOFERM reserves the right for individual group companies to demand delivery against advance payment for the first two orders.
  3. If the installation is owed as an ancillary service, payments for the part of the purchase price due for the delivery itself are to be made in cash without deduction after delivery, irrespective of the receipt of the goods and regardless of the timing of the installation services, within 10 days of the invoice date.
  4. Partial deliveries are to be paid for separately in accordance with our terms of payment.
  5. Payments are to be made directly to us. Our representatives, sales representatives, warehouse managers and similar persons are only authorised to accept payments if we have authorised them to do so in writing. Nevertheless, payments made to them shall only be deemed to be fulfilment after receipt of payment by us.
  6. "In future, NOVOFERM will send invoices exclusively by e-mail, but reserves the right to choose to send invoices by post. The customer hereby agrees to receive invoices electronically. These will be sent in PDF format to the e-mail address provided by the customer for the purpose of receipt, or alternatively to the previously known e-mail address. The customer undertakes to create the technical prerequisites for being able to retrieve the invoice as agreed. The customer shall notify us immediately of any change to the e-mail address specified for electronic invoicing and shall be fully liable for any costs otherwise incurred. The electronic invoice shall be deemed to have been received on the day following receipt of the e-mail. The customer may revoke their consent to electronic invoicing in writing at any time."
  7. A cash discount deduction is only permitted if expressly agreed. If a discount deduction has been agreed in an individual case, the right to deduct a discount shall not apply if another invoice with late payment by the buyer already exists. Payments shall then first be offset against any interest claims and the oldest outstanding receivables.
  8. If a SEPA direct debit mandate exists, the debit will be announced in the invoice. In the event of an objection to electronic invoicing and an agreed payment term of less than 3 days (postal delivery time of the invoice), the invoice shall be sent in advance in text form or by fax for information purposes. The direct debit will be made in accordance with the agreement made. For returned direct debits, in addition to the bank costs incurred, we charge reasonable processing fees for the internal processing costs, the current amount of which we announce in our price list for ancillary costs and conditions on the respective company's website.
  9. If the agreed net payment target is exceeded, we shall be entitled, without prejudice to our other statutory claims, to charge default interest in the amount of 9 percentage points above the respective base interest rate, but at least 12%. Proof of lower or higher damages caused by default is permissible.
  10. Any rebates, bonuses and other benefits granted shall be cancelled for all deliveries affected by the delay in payment. Discounts granted shall be cancelled in full in the event of late payment.
  11. Incoming instalments or payments without a payment term shall be credited first against any interest claims and then against the oldest arrears after default of payment has occurred.
  12. If the Buyer defaults on due payments or if we become aware of circumstances which give rise to justified doubts as to the Buyer's solvency or creditworthiness, we shall be entitled, irrespective of previously agreed terms of payment, to demand either reasonable advance payment or the provision of security at our discretion. In case of doubt, payments which are accepted as cash transactions in insolvency proceedings or which are regarded as not contestable shall be regarded as appropriate. If this demand is not met, we shall also be entitled to refuse fulfilment of the contract after the expiry of a reasonable period and to demand compensation instead of consideration.
  13. In all cases until receipt of our notice of cancellation, the Buyer may restore the originally agreed terms of payment by sending a directly enforceable, unconditional and unlimited bank guarantee in the amount of the outstanding purchase price including ancillary costs for packaging, shipping and transport costs (for freight forwarder, carrier, transport insurer, etc.), including any claims for remuneration from supplements or services in accordance with Section IV. If the remuneration has not been agreed, the customary, reasonable remuneration shall be secured. Upon request, we will inform you of the security amount required in our view, to which we shall be bound within the meaning of the clause.
  14. In the event of non-compliance with the term of payment or filing for insolvency, we may prohibit the installation or resale of the delivered goods and demand that they be handed over to us. The rights and obligations arising from Section II Clause 15 (Retention of title) remain unaffected.
  15. The Buyer may only offset counterclaims if these are undisputed or have been legally established, or if a pending legal dispute is not delayed by the offsetting.
  16. The same applies to the assertion of rights of retention by the buyer. However, the buyer is only authorised to exercise a right of retention if it is based on the same contractual relationship.

11 Duty to inspect and give notice of defects, complaints

  1. Transport damage (in particular visible packaging damage, broken glass, etc.) and deviations in quantity must be inspected on the spot upon delivery and immediately reported to the carrier and confirmed in writing by the carrier. The buyer must provide suitable personnel for this purpose. If the goods cannot be handed over and accepted immediately upon delivery to the construction site, the buyer must prove that the delivery was incomplete or has transport damage.
  2. Complaints about obvious damage, incorrect deliveries and other obvious defects, as well as the incompleteness of the delivery, must be reported to us in writing immediately after delivery.
  3. The items delivered by us must be inspected immediately for defects, even if samples were previously sent. The (partial) delivery shall be deemed approved if we have not been notified in writing of obvious defects or defects or deviations in quality recognisable upon proper inspection before installation by the Buyer or further processing or within a preclusive period of 8 days after arrival at the place of destination.
  4. Defects and deviations that only become recognisable later must be reported in writing within a preclusion period of 8 days after discovery.
  5. The buyer shall only be entitled to the following claims for defects and, in the event of resale of the goods, the statutory rights of recourse if he has fulfilled his obligations to inspect and give notice of defects as agreed. Excluded from the warranty are, in particular, defects that were only reported after the delivery item had been processed or transformed despite recognisable defects.
  6. We must be given the opportunity to check the complaint if this is possible. The buyer is obliged to send us meaningful photographs or descriptions of the defect, its symptoms or causes with the complaint, insofar as this appears reasonable in relation to the complaint. Otherwise, claims for defects and warranty claims shall lapse if the delivery condition can no longer be established beyond doubt.
  7. Costs incurred by us due to unjustified complaints, in particular travel expenses, shall be borne by the buyer.

12 Guarantees, claims for defects, warranty period

  1. Guarantee declarations must be expressly designated as such in the order confirmation or subsequently agreed in writing. The special warranty conditions of Section II, Clause 14n shall apply.
  2. Advertising information on the properties of our products, their processing and application, on special dimensional accuracy and on compliance with DIN regulations shall only become part of the contract or guaranteed quality if this has been expressly agreed in the respective case. Product changes are possible at any time and may result in advertising information being outdated.
  3. No warranty is given for differences in quality, dimensions, density, weight, etc. if such differences do not exceed deviations customary in the industry and material, in particular if they are within the tolerance range of quality guidelines or standards. Special requirements for precise dimensional accuracy must be expressly stated in the order and confirmed by us.
  4. We accept no liability for defects or damage resulting from the following causes.

    • improper or negligent use and handling
    • improper storage
    • incorrect assembly, installation or incorrect commissioning by the purchaser or third parties
    • incorrect or untimely application of protective coatings
    • use of unsuitable paints, mortars, adhesives, etc.
    • characteristics or requirements of the installation situation intended by the buyer for the delivery item that were not known when the contract was concluded.
    • Non-observance of protective regulations or protective instructions in individual cases
    • Non-compliance with the installation instructions, operating instructions or maintenance instructions
    • Missing or incorrect instruction of the user/operating personnel
    • Lack of trial operation
    • natural wear and tear
    • natural wear and tear
    • light-induced colour and surface changes
    • lack of or incorrect maintenance, in particular due to non-compliance with the maintenance instructions
    • use of unsuitable operating materials
    • use of unsuitable spare parts by the purchaser or third parties
    • Improper or faulty maintenance or repair by the buyer or third parties
    • Chemical, electronic or electrical influences (e.g. magnetic fields) or other unsuitable ambient conditions
    • Improper intervention by the purchaser or third parties

      provided that the causes are not attributable to our fault.

     

  5. In the event of justified complaints made in good time, we shall, at our discretion, either rectify the defect or supply a replacement.
  6. Replaced parts shall become our property. Approval for scrapping or other environmentally friendly disposal in accordance with the German Recycling Management Act must be agreed with us.
  7. We shall have a reasonable period of time for replacement deliveries.
  8. Unless otherwise agreed, subsequent fulfilment is owed for subsequent delivery ex works and for subsequent improvement at the place of installation. We are entitled to have the rectification of defects carried out on site by our vicarious agents.
  9. In the event of rectification of defects, we shall bear the necessary expenses, provided that these are not increased because the delivery item is located at a place other than the place of fulfilment. Additional costs arising from the fact that, without our knowledge at the time of conclusion of the contract, the claims for defects are to be fulfilled outside the Federal Republic of Germany shall be borne by the purchaser. We shall be entitled to demand a reasonable advance on the additional costs likely to be incurred. Insofar as remuneration is made for labour costs, only the standard times set for our own services at the usual labour costs in the respective country shall be accepted.
  10. If the defect does not affect the fitness for use and there is no significant defect, we are entitled to grant a reduction in price instead of subsequent fulfilment.
  11. The buyer's further claims require that significant defects have not been rectified by us within a reasonable period of time or that two attempts to rectify the same defect have failed, unless further attempts to rectify the defect are appropriate and reasonable for the buyer due to the delivery item.
  12. Even after the deadline has expired, we are entitled to provide subsequent fulfilment until we have received a clear declaration from the buyer expressly rejecting further services from us.
  13. Instead of cancellation and compensation in lieu of performance, the buyer may demand the costs of self-performance or replacement, provided that these do not exceed the net order value of the defective part of the delivery.
  14. The reimbursement of installation and removal costs in the event of a resale to the buyer's customers shall only be made in the case of defects that cannot be detected during a proper inspection prior to the resale. The reimbursement of costs is limited in amount. Insofar as reimbursement of labour costs is made, only the standard times set for our own services at the usual labour costs in the respective country shall be accepted if the buyer has culpably allowed a deadline set by the customer for subsequent performance (rectification of defects) to elapse without offering subsequent performance.
  15. Neither a cancellation can be declared due to insignificant defects nor - if we owe performance - acceptance can be refused.
  16. It is equivalent to acceptance if the buyer does not accept within two weeks after notification of completion or final invoice, although he is obliged to do so. A reservation of defects must be declared within this period.
  17. The duration of the warranty for all deliveries and services shall be governed by the statutory periods, unless otherwise stipulated below. In cases of limitation according to § 438 paragraph 1 no. 3, the warranty period is 1 year if the buyer is a merchant within the meaning of the German Commercial Code and the purchase contract is a commercial transaction.
  18. If acceptance has been agreed, the expiry of the period begins on the last day of acceptance, the occurrence of the effects of acceptance (in the case of waiver of acceptance, acceptance by conclusive behaviour of the buyer or after expiry of the period in accordance with Section 640 (II) BGB), or at the latest with the occurrence of default of acceptance.
  19. The expiry of the limitation period is neither interrupted nor suspended by the notification of defects, follow-up correspondence, measures to check for and identify defects and subsequent fulfilment. These effects must be expressly agreed in each individual case.
  20. Compensation for damages due to defects shall be limited by the following liability agreement in Section II Clause 13.
  21. Claims for defects may not be transferred or assigned without our prior consent. The sole claimant is the purchaser. Warranty claims are transferable in accordance with the provisions of the warranty conditions in Section II Clause 14.

13 Liability

  1. Mandatory provisions of the product liability regulations remain unaffected.
  2. In accordance with the statutory provisions, we are liable for breaches of warranty, personal injury and insofar as we, our legal representatives or our vicarious agents are guilty of intent or gross negligence.
  3. Insofar as we, our legal representatives or our vicarious agents negligently breach a material contractual obligation, non-compliance with which jeopardises the purpose of the contract, our liability to pay compensation for material damage shall be limited to the foreseeable, typically occurring damage.
  4. Further claims are excluded.
  5. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, temporary workers, representatives and vicarious agents.
  6. The buyer must inform us immediately if there is a threat of damage. We are not liable for damages that could have been avoided if we had been informed in good time.
  7. In order to avoid consequential damage - in particular due to the lack of or limited possibility of use - the buyer must stock a sufficient number of spare parts (in particular all wearing parts), operating materials, etc.

14 Warranty conditions

  1. The respective warranty conditions of the respective manufacturer apply to commercial goods (third-party products). We only provide an independent guarantee within the meaning of the following conditions for NOVOFERM products as the manufacturer.
  2. The offer of the guarantee contract is addressed to the purchaser as the contractual partner. Where guarantee offers are made, these are contained in the respective product descriptions (installation, operating or maintenance instructions). We make the currently valid version available on the NOVOFERM website. We do not issue a formal declaration of acceptance.
  3. The guarantee promise and the respective conditions under which the claim is granted depend on the product. In general, the following restrictions apply:
  4. The promised guarantee period begins with the transfer of the risk of performance to the buyer, but at the latest when the guaranteed item is handed over. The possible later processing or installation time is not decisive and does not lead to a new start of the period even if the warranty claim is transferred from the buyer to his customer.
  5. The warranty claim is always only for free repair or, at our discretion, replacement (partial) delivery. Removal and installation costs are not covered under the warranty.
  6. The warranty claim shall lapse if the underlying circumstances are due to causes for which the purchaser or the customer himself is responsible, in particular in the case of:
    • improper or negligent use and handling
    • improper storage
    • incorrect assembly, installation or incorrect commissioning by the buyer or third parties
    • incorrect or untimely application of protective coatings
    • use of unsuitable paints, mortar, adhesives, etc.
    • Non-observance of protective regulations or protective instructions in individual cases
    • Non-compliance with the installation instructions, operating instructions or maintenance instructions
    • Missing or incorrect instruction of the user/operating personnel
    • natural wear and tear
    • natural wear and tear
    • light-induced colour and surface changes
    • lack of or incorrect maintenance, in particular due to non-compliance with the maintenance instructions
    • use of unsuitable operating materials
    • Use of unsuitable spare parts by the purchaser or third parties
    • Improper or faulty maintenance or repair by the buyer or third parties
    • Chemical, electronic or electrical influences (e.g. magnetic fields) or other unsuitable ambient conditions
    • Improper intervention by the purchaser or third parties
  7. If the buyer wishes to transfer the claims from the guarantee contract to his customer, a guarantee application must be submitted. For this purpose, the customer's address data and the installation location of the affected product must be provided with the customer's consent (Art. 6 (I) (a) GDPR). The completed warranty application must be signed by the customer. We reserve the right to refuse the transfer of warranty claims in individual cases for objective reasons.

15 Retention of title (extended, expanded), safekeeping obligations, factoring, realisation

  1. The provisions of this clause 15 paragraphs (2) to (15) do not apply to advance payment and cash payment transactions (full payment of the purchase price before or on delivery). Otherwise (full payment of the purchase price only after delivery), the following rights and obligations are agreed:
  2. Until full payment of all our claims from deliveries and services to which we are entitled against the buyer now or in the future, we shall be granted the following securities, which we shall release on request at our discretion, insofar as their value exceeds our total claim by more than 10% on a sustained basis:
  3. The goods remain our property.
  4. The retention of title shall remain in force even if individual claims are included in a current account and the balance has been drawn or recognised (current account reservation). In the case of several business transactions, the retention of title shall remain in force even if one delivery has been paid for but there is still an outstanding balance from other deliveries (extended retention of title).
  5. The buyer is authorised to process the reserved goods in the ordinary course of business as long as he is not in default of payment.
  6. Processing or remodelling shall always be carried out for us as the manufacturer, but without any obligation towards us. If the goods are processed together with items, materials or other third-party values that do not belong to us, also for a third party as manufacturer, we shall acquire co-ownership of the new item in the ratio of the value of our goods to the third-party values at the time of processing.
  7. If our (co-)ownership expires as a result of mixing, combining or processing, it is hereby agreed that the buyer's (co-)ownership of the uniform item shall pass to us in proportion to its value (invoice value). The Buyer shall store, maintain and insure the (co-)ownership free of charge and properly and shall ensure that the (co-)ownership does not pose any risk to third parties. Goods to which we are entitled to (co-)ownership are hereinafter referred to as reserved goods.
  8. The buyer is authorised to sell the reserved goods in the ordinary course of business as long as he is not in default of payment. Pledges or transfers by way of security are not permitted. The purchaser hereby assigns to us by way of security any claims arising from the resale or any other legal reason (balance from current account, remuneration for installation, reimbursement of insurance, compensation for tort) in respect of the goods subject to retention of title in the amount of the invoice value of the goods subject to retention of title. The assignment shall not be affected by the fact whether the installation is carried out by us, the Buyer or vicarious agents of one or the other contracting party. The buyer is revocably authorised to collect the claims assigned to us for his account in his own name. This direct debit authorisation may be revoked by us if the Buyer does not or cannot properly meet its payment obligations.
  9. The buyer is only authorised to sell the claim assigned to us resulting from business transactions with his customers to a factor by way of genuine factoring after our consent. The claim against the factor is already now assigned to us in the amount of 110% of the invoice value of the goods subject to retention of title concerned. If the claim against the factor also serves as security for other retention of title suppliers, the assignment shall be limited to the amount of the share resulting from the ratio of all claims against the customer secured by retention of title and assignment (proportionate share). Upon payment of the purchase price for the claim by the factor, our claim against the customer arising from the contractual relationship concerned shall be due immediately and without deduction of discount.
  10. In the event of access by third parties to the reserved goods, the purchaser shall draw attention to our ownership and inform us immediately. Any costs and damages caused by such access shall be borne by the purchaser, insofar as these cannot be collected from third parties.
  11. In the event of breach of contract by the Buyer - in particular default of payment - we shall be entitled to take back the reserved goods. In this case, the Buyer hereby agrees to the repossession of the reserved goods. If the goods subject to retention of title are in the possession of a third party, the purchaser hereby assigns to us his claims for restitution against the third party. Insofar as the third party has justified claims to the reserved goods, these shall be taken into account. As the indirect owner of the goods subject to retention of title, we have the right to enter the buyer's premises.
  12. Neither the repossession or seizure of the reserved goods by us nor the disclosure of the assignment by way of security shall constitute a cancellation of the contract if the Buyer himself is a merchant within the meaning of the provisions of commercial law.
  13. At our request, the buyer is obliged to provide information about all assigned claims, in particular to provide a list of the debtors with names, addresses, amount of the claims, date and number of the invoices and, on request, to provide the documents required to enforce the claims.
  14. We are entitled to use the goods subject to retention of title and the buyer's assets, which are subject to our actual influence, as security and to realise them on the open market after unsuccessful offer of an appropriate redemption sum, if the buyer himself is a merchant within the meaning of commercial law regulations.
  15. The realisable value (collateral value) is decisive for the valuation of all collateral. If this cannot be determined in a reasonable manner and within a reasonable period of time, we are entitled to use the delivery price without taking into account additional services, value added tax, discounts, rebates and freight and other ancillary costs for the valuation of goods collateral; the nominal value is decisive for the valuation of receivables.

16 Technical changes

We may make technical changes that serve to improve the delivery item without the prior consent of the buyer, provided that the changes are reasonable for the buyer.

17. data protection declaration

We would like to point out that NOVOFERM processes data on business transactions electronically and reserves the right to transmit the data required to obtain credit insurance to the insurance provider. Please also note our data protection declarations and terms of use for Internet services published on the NOVOFERM website.

18 Choice of law for international business transactions

These Terms and Conditions and the entire legal relationship between us and the purchaser shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG - "Vienna Sales Convention").

19 Applicable contract language, rules of interpretation

  1. Unless otherwise agreed, the contract language is German. If, in addition to the order confirmation in German, there is a version in the language of the buyer or another foreign language, the German version alone shall be decisive for the interpretation of the contract. If there is only an order confirmation in a foreign language, its wording translated into German shall be decisive for the interpretation of the contract.
  2. If there is disagreement between the contracting parties about the wording of a translation in accordance with paragraph (1), a publicly appointed document translator shall be commissioned jointly and at the expense of both parties, whose translation wording shall be decisive for the interpretation of the contract.
  3. If the question of the interpretation of the contract or the applicable version cannot be clarified by mutual agreement, the competent court shall independently determine the basis of interpretation.

20. place of payment, place of jurisdiction

  1. If the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the place of fulfilment for the buyer's contractual obligations towards:
    • Novoferm GmbH whose registered office is in 46419 Isselburg-Werth
    • Novoferm Vertriebs GmbH whose registered office is in D-46419 Isselburg-Werth
    • Novoferm Spare Parts GmbH whose registered office is in D-46459 Rees
    • DSS Docking Solution und Service GmbH whose registered office is in D-30419 Hannover
    • Novoferm Verladetechnik und Service GmbH whose registered office is in D-52353 Düren
    • Novoferm tormatic GmbH whose registered office is in D-44145 Dortmund
    • Novoferm Riexinger Türenwerke GmbH whose registered office is in D-74336 Brackenheim-Hausen
    • Novoferm Siebau GmbH whose business address is in D-57223 Kreuztal.
  2. If the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law or does not have a registered office in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship with:
    • Novoferm GmbH D-46419 Isselburg-Werth (AG Bocholt)
    • Novoferm Vertriebs GmbH D-46419 Isselburg-Werth (AG Bocholt)
    • Novoferm Spare Parts GmbH D-46459 Rees (AG Coesfeld)
    • DSS Docking Solution und Service GmbH D-30175 Hanover (AG Hanover)
    • Novoferm Verladetechnik und Service GmbH D-52353 Düren (AG Düren)
    • Novoferm tormatic GmbH D-44145 Dortmund (AG Dortmund)
    • Novoferm Riexinger Türenwerke GmbH D-74072 Heilbronn/Neckar (AG Heilbronn)
    • Novoferm Siebau GmbH D-46459 Rees (AG Coesfeld)
      This applies accordingly to legal proceedings against the buyer. However, we are also entitled, at our discretion, to take legal action at the buyer's place of business.

Section III Contract for work and materials

21. supplement to section II paragraph 5: Default of acceptance for special goods

  1. If and insofar as the stored delivery item is manufactured according to the buyer's specifications or cannot be sold elsewhere immediately due to the buyer's specifications (special goods) and the buyer does not pay the purchase price and/or the costs of storage and warehousing despite setting a deadline and threatening to destroy the goods, we shall be entitled to destroy the goods at the buyer's expense and risk. In this case, the buyer shall owe the purchase price, the costs for storage and retrieval, storage fees and the destruction costs after deduction of the scrap value of the goods. The buyer is entitled to submit proposals for utilisation that minimise the damage within the deadline and to collect the goods at any time after payment at his own expense or to have them stored himself.
  2. Special goods are generally excluded from exchange or cancellation.

22. co-operation of the buyer, subsequent change requests, no return of goods, effects on price and performance time

  1. Any delivery period shall only commence after receipt of all documents required for the execution of the order, clarification of all details essential for the start of production, after approval of the plans for production or procurement of the goods and after receipt of payment, insofar as a due date for payment was agreed immediately upon placement of the order. Compliance with the delivery time or performance time by us presupposes that all commercial and technical questions between the contracting parties have been clarified and all obligations of the buyer to co-operate have been fulfilled.
  2. If the buyer is obliged to co-operate or if the buyer is obliged to perform an act of co-operation which is essential for the fulfilment of the contract, we shall request this informally prior to the manufacture of the delivery item. The agreed delivery period shall be extended in accordance with paragraph (4) unless we are responsible for the delay.
  3. Even without a request, the agreed delivery period shall be extended if and as long as the Buyer has not fulfilled its contractual obligations, duties and obligations to co-operate agreed at the time of conclusion of the contract. This applies in particular if the buyer:

    - the delivery of plans or data (for the delivery item or construction projects to be produced or processed with it)
    - the provision of material or accessories (for the delivery item or construction projects to be produced or processed with it)
    - the provision of the necessary official certificates or authorisations
    - the timely approval of the production drawings or
    - the payment of an agreed down payment or payment on account
  4. If the manufacture or delivery or our ancillary performance is temporarily prevented or delayed for reasons for which we are not responsible, the delivery time (or performance time) shall be extended accordingly by the verifiable duration of the hindrance. When calculating the extension of the deadline, a reasonable start-up time for the resumption of the performance activities shall be taken into account. Claims for performance by the customer or claims in lieu of performance during the period of hindrance are excluded. Subsequent requests for changes or additions by the buyer shall extend the delivery time accordingly in a reasonable manner.
  5. If production or delivery or our performance is delayed due to these circumstances or at the request of the buyer, any additional costs incurred as a result shall be invoiced and reimbursed by the buyer.
  6. Changes after approval of the plans for production or procurement are only possible against payment of the costs already incurred. The processing costs for the subsequent change will be charged at cost, but at least EUR 80 plus VAT. Order changes after the start of production are no longer possible. Goods manufactured to order are generally excluded from return.

23. supplement to section II paragraph 11: Warranty

  1. In the case of production according to the Buyer's drawings, we shall only be responsible - irrespective of other warranty and liability limitations - for the execution in accordance with the drawings. The same applies to other requirements and specifications of the Buyer. We will point out any recognisable reservations.
  2. We accept no liability for defects or damage based on the following causes:

    - Failure to co-operate or incorrect co-operation (cf. duty to co-operate clause 22)
  3. We shall be allowed a reasonable period of time for replacement deliveries, in particular the time required to manufacture the replacement goods.

Section IV Supplementary conditions for ancillary assembly services

24 Scope of application

  1. If, in addition to the delivery, we also owe the assembly of the delivered items, the following supplementary terms and conditions of assembly shall apply. These terms and conditions do not apply to separately ordered renovation, assembly, repair or maintenance services, inspection, maintenance or testing services (services). They replace the provisions of Sections II and III only insofar as this is expressly stipulated.
  2. The provisions of the VOB/B (German Construction Contract Procedures) shall only apply if expressly agreed. The provisions on the retention of title (Section II Clause 15) shall remain unaffected by this as part of the contract.

25. transfer of the obligation to perform

  1. Co-commissioned assembly services shall be transferred to a third company or person for execution at our discretion.
  2. The commissioned third party is our vicarious agent in accordance with Section II Clause 13 (5).
  3. The authorised third party has no power of representation. For orders (e.g. spare parts, additional services, change requests, etc.), they are messengers and forward the buyer's/client's declaration of intent to us in the ordinary course of business. In order to avoid delays or non-receipt, change requests, orders or similar should be sent directly by the buyer/client to our responsible project manager.

26 Obligation of the buyer/client to co-operate in the preparation of the work

  1. The buyer/client must make all preparations for the realisation of an unhindered and trouble-free installation. Unless otherwise agreed, he must call off our service once the prerequisites have been met.
  2. For fire and smoke protection closures, the walls and door/gate openings must be manufactured as specified in the general building inspectorate approval and the assembly instructions applicable to the product. The relevant documents are available at www.novoferm.de. The dimensional tolerances must comply with DIN 18100.
  3. In the case of "smoke-tight" doors, sliding doors, roller and sectional doors, the flatness tolerance of the floor in the threshold area must be implemented on site in accordance with DIN 18202 Table 3, line 4 with increased requirements. Furthermore, the floor must be smooth, even and seamless in accordance with the specifications of our general building inspectorate approval (AbZ) or the general building inspectorate test certificate (AbP).
  4. At the start of assembly, all door and gate openings must be unobstructed so that our fitters can start work without waiting times.
  5. In the case of loading bridges, the entire installation can be carried out in one go and without interruption and does not involve any chiselling or breaking work or any bricklaying, plastering, concreting, sealing or jointing work. Access to the pits of the dock levellers must be possible from the outside with telescopic forklift trucks. The following on-site services are provided free of charge for NOVOFERM on the specified delivery date:

    - Any required substructure (if not included in the agreed scope of services).
    - Any necessary electrical connections (depending on the product) or construction electricity (400 V, 16 A) are laid up to the opening.
    - Metre mark at each door opening.
    - Level, load-bearing and offset-free installation surface. Ladders, equipment and lifting platforms must be stable.
    - Closed building structure in the area of the doors and dock levellers (roof and wall rainproof).
    - Firm, level and load-bearing hall floor up to at least 250 mm above the upper edge of the finished floor.
    - If necessary, cleaning of the products supplied by NOVOFERM from any contamination caused by third parties on the construction site.
  6. To ensure that the goods can be transported to the installation site without hindrance and additional costs, the following cooperation from the buyer/client is required:

    - An unloading facility near the building, accessible by articulated lorry (40 tonnes), must be ensured.
    - To enable the goods to be delivered to the building with our truck-mounted forklift. A sufficiently large, level and paved area is required for unloading and transport to the installation site.
    - a building access and transport route to the installation site that is dimensioned according to the product size must be provided.
    - an appropriately drivable transport route to the individual floors must also be provided within the building.
    - fixed standing areas of appropriate size must be provided on both sides of the installation openings.
  7. Suitable parking facilities must be provided free of charge for the assembly vehicles in the immediate vicinity of the construction site.
  8. The buyer/client must provide a suitable lockable room/container in the building for the storage of doors, gates and accessories.
  9. Auxiliary labour for any transport, chiselling work, auxiliary materials such as lifting gear, electricity, water, etc. must be provided by the buyer/client in good time and free of charge at the installation site. Punching and bricklaying work, erection and dismantling of scaffolding as well as installation work are to be undertaken by the buyer/client.
  10. Additional costs incurred due to difficulties and obstructions caused by the customer and the additional expenditure of the installation contractor commissioned with the execution shall be charged to the buyer/client on proof.

27 Construction site safety, environmentally sound disposal

  1. The buyer/client is responsible for the safety of the construction site. Our specialist site management or our fitters will point out any recognised risks. If the source of danger is not eliminated immediately, the assembly in the endangered assembly areas must be cancelled. Any additional costs incurred as a result will be passed on to the buyer/client on presentation of proof.
  2. The buyer/client is responsible for the provision of waste containers and rubble containers into which we can deposit our packaging material or any building rubble caused by us. Environmentally sound disposal shall be at the expense and risk of the buyer/client. If a container is not available, we shall dispose of it at the expense and risk of the buyer/client.

28. performance of assembly, visual inspection and transfer of risk when using the objects of performance on the construction site

  1. We undertake the installation within the framework of VOB/C, metal construction work DIN 18360. According to VOB/C, masonry and chiselling work, pouring and elastic grouting of wall connections, among other things, are not ancillary services and therefore not part of the order unless explicitly included in the order (see clause 29 paragraph (6)).
  2. In the case of power-operated products (doors, gates, etc.), we shall carry out a test run, where possible, during the course of locksmith installation to check the door function. If the buyer/client wishes us to carry out the initial commissioning, we must charge the working time and travelling expenses incurred for this.
  3. The buyer/client is obliged to carry out a visual inspection after door installation to document the absence of damage. If the use of the installed objects of performance is already intended before acceptance, the risk of remuneration for the partial performance rendered shall pass to the buyer/client after confirmation of freedom from damage. We offer to rework (rectify damage) within a reasonable period of time. If parts have to be re-ordered or re-produced, provisional measures can also be offered - as far as permissible.
  4. As an alternative to reworking in accordance with paragraph (3), suitable protective measures can be offered for partial services intended for premature use.

29 Performance limits, ancillary services not included, completion to be provided by the customer

  1. In the case of power-operated doors and gates, operational readiness or functionality is only achieved after the internal electrical installation on site and by connecting the corresponding supply line. According to the performance limits of the DIN regulation, the installation and connection of all electrical parts in accordance with our circuit diagrams as well as the power supply and wiring of the parts to each other with the necessary cables is a service provided by the customer. If the electrical installation is commissioned to us, the installation and commissioning is included in our prices. In all cases, the production and installation of the supply line remains a service provided by the customer.
  2. From experience, however, we must recommend that you allow us to carry out the internal installation and commissioning on a material and labour basis. Only then can we guarantee the functionality of the door systems supplied by us.
  3. If the electrical installation is also commissioned, we assume that the supply line to the switch box and the delivery and relocation of the main switch or the 400 volt sockets have already been carried out on site prior to installation.
  4. In the case of "smoke-tight doors" (in accordance with DIN 18095), the frame must be grouted on at least one side, preferably on the hinge side, towards the wall on site for approval reasons. Grouting can be omitted for NovoPorta Premio doors (with combined fire protection and smoke protection) if they are installed in solid walls and backfilled with mineral mortar (at least mortar group II).
  5. If installed on a steel structure provided by the customer (not permitted for fire protection closures), the parts supplied by us are welded on and cold galvanised or primed.
  6. According to the performance limits of the DIN regulation (18360 ATV Metallbauarbeiten), the backfilling or grouting of our products, in particular of the frames and thresholds after they have been attached to the structure in accordance with the specifications of building authority approvals or the recognised rules of technology (e.g. backfilling, tamping, grouting, mortaring or permanently elastic grouting) is a special service that must either be provided on site or additionally commissioned. The same applies to the levelling of structural tolerances (section 4.2.10 DIN 18360). Additional commissioning of these special services is possible by arrangement. If the connection or levelling work has been commissioned to us, the backfilling or sealing will be carried out in accordance with approval and agreement. In the case of grouting, the space between the door frame and the wall is filled with cement mortar of mortar group II. The still visible connection between the door frame and the wall remains (even with exposed concrete or exposed brickwork) with the resulting surface and is not filled.
  7. All filling, plastering or painting work is the responsibility of the customer. Our vicarious agents are not equipped for this work.
  8. If the grouting work is also commissioned, this will be carried out in silicone or acrylic (optionally in white, concrete grey or transparent).
  9. If the wall or floor has not yet been completed at the time of the installation work, the relocation and/or fixing of the door holders or wall or floor door buffers shall be remunerated additionally, including travelling costs, as an optional on-site service. This also applies if the hold-open device has to be set in concrete.

30 Installation date, obstacles, extension of the installation period

  1. Unless otherwise agreed, the installation date shall only become binding upon our confirmation. Obstacles, difficulties or changes to the scope of services shall extend the installation period. In such cases, a bindingly confirmed date shall be cancelled and may have to be agreed again, taking the circumstances into account.
  2. Each time performance is resumed after interruptions for which NOVOFERM is not responsible, the new performance period must be planned, scheduled and newly agreed. It is the customer's responsibility to request the resumption of the service in good time.

31 Changes to the installation order

  1. If, in the course of the agreed installation work, our fitters are requested to carry out other or non-commissioned installation work, corresponding reports will be submitted after the end of the work. The changed or additional work shall be remunerated as hourly wage work and may result in an extension of the installation time.

32 Installation price, calculation of waiting times, no crediting of own work

  1. The agreed installation prices assume that the installation of all parts of the overall order can be carried out in one go without hindrance or difficulty. Waiting times and costs for additional journeys or overnight stays at the installation site, which arise due to missing or delayed fulfilment of the buyer's/client's obligations to cooperate, missing or delayed on-site services or for other reasons for which we are not responsible, shall be charged additionally. This shall also apply in the event of an interruption to the installation work for which the customer is responsible and which necessitates the removal of the fitters from the installation site.
  2. The buyer/client may not demand remuneration or deductions from the agreed purchase price or wages for his own co-operation in the assembly work itself without express written agreement.

33 Hourly labour

  1. Hourly wage labour as well as waiting times and interruptions to assembly work shall be invoiced on the basis of evidence.
  2. The rates valid at the time of the conclusion of the contract shall apply, the current amount of which and the surcharges for overtime, night, weekend and public holiday work are published in our price list for ancillary costs and conditions on the company's website.
  3. In addition, we charge the usual allowance for expenses per fitter and day, the current amount of which is stated in relation to the actual duration of the absence of the fitters deployed for you in our price list for ancillary costs and conditions on the respective company website. In the event of absence requiring overnight accommodation, the overnight accommodation costs of the fitters for suitable accommodation shall also be reimbursed on presentation of proof.

34 Travelling costs, distance to the place of performance

  1. Travelling time/travel time is working time (see paragraph 33 (2)). Travelling time is determined by the distance to the place of performance, time and traffic conditions. The travelling time depends on flight/travel schedules and the services offered by the passenger carrier.
  2. We shall select the vicarious agent suitable for the service at our own discretion, taking into account the interests of the customer (Section 315 III BGB). NOVOFERM maintains a Germany-wide network of vicarious agents with its own service companies and their locations, with NOVOFERM contract fitters and service partners. The journey is made either from the location of the vicarious agent selected or agreed for the order or from an upstream service location, as is the return journey. The scheduling of the fitters depends on various criteria. In particular, the selection takes into account the expertise of the vicarious agent for the object of performance concerned (product expertise), its availability and suitability for the circumstances of the type of assignment (e.g. emergency assignments), circumstances and scope of the contractual performance (number of service employees required), e.g. for long-term construction sites or special constructions. Regional particularities such as area coverage (e.g. in structurally weak areas) may also require additional travelling distances. The number of service employees to be dispatched also depends on statutory regulations on occupational safety and the guidelines of the employers' liability insurance associations (accident prevention regulations). Depending on the situation and the customer's requirements, the journey can be made with several fitters in one vehicle or with several fitters in different vehicles from different locations. The installation dispatcher makes the selection decision after the order has been placed and all technical questions have been clarified, usually 14 days before the planned start of the service. If the customer attaches particular importance to the use of certain vicarious agents, this must be communicated at the time the order is placed or subsequently agreed when the additional costs and performance time risks caused by the request are assumed.
  3. Travel costs with assembly/service vehicles are calculated on the basis of the kilometres driven for you for each vehicle with a flat rate per kilometre, the current amount of which we announce in our price list for ancillary costs and conditions on the respective company website. Any parking costs incurred will be charged at actual cost.
  4. Travel expenses will be reimbursed to a reasonable extent (flight: economy, train: 2nd class, seat reservation) upon presentation of proof.

35 Proof of performance, burden of proof

  1. At our request, the customer must certify the hours worked on the activity reports (reports) on a daily basis, but at the latest after completion of the work.
  2. Activity reports signed by the customer without reservation are, in principle, incontestable billing bases for the customer with regard to the reported travelling and service times, substances and materials. If a vicarious agent (e.g. site manager) or assistant (e.g. facility manager) signs the report without being authorised to represent the customer, the customer must provide evidence that the reported content is not correct.
  3. Unsigned activity reports are sent to the customer with the invoice. If the customer does not object to the reported content within one month of receipt, the customer must provide evidence that the reported content is incorrect.

36 Risk of performance, acceptance, default of acceptance

  1. If a debt to be discharged at the creditor's domicile has been agreed, the risk of performance shall pass to the buyer/client upon installation of the delivered items, in deviation from Section II Clause 4.
  2. If damage occurs to the delivered items after installation, we are not obliged to remedy the damage or to deliver again if the cause of the damage is due to a breach of a protective order or if the delivered items are used before acceptance (e.g. doors, locks, etc.) (cf. Section 28 (3) and (4)).
  3. Acceptance of the ancillary service is not owed. We shall notify the buyer/client after notification of completion by the commissioned fitter. A joint inspection of the installed goods can be agreed at the expense of the buyer/client.
  4. If acceptance has been expressly agreed and acceptance does not take place immediately after completion of the installation work, the service shall be deemed to have been accepted no later than 12 working days after completion of the work - but in any case immediately after the service has been put into use.
  5. The installation of accessories (fittings, etc.) is owed directly in the course of locksmith installation (installation of doors, gates, etc.). If a separate installation is necessary for on-site reasons (e.g. subsequent painting or flooring work) and if the work is significantly interrupted as a result (more than two weeks), we are authorised to carry out a partial final invoice on the basis of the offer calculation or order confirmation for the completed locksmith installation. The client is obliged to carry out this partial acceptance. Paragraph 4 applies accordingly. The risk of performance shall pass to the client upon partial acceptance. Any additional expenses incurred by the fitters due to set-up times or additional journeys shall be invoiced on proof.

37 Validity, replacement of old conditions

  1. Should any of the above provisions be invalid, partially invalid or excluded by an individual special agreement, this shall not affect the validity of the remaining provisions.
  2. The above terms and conditions replace all general terms and conditions of the NOVOFERM Group companies named in paragraph 1 and apply to all contracts concluded from 1 June 2020 .

Isselburg-Werth, March 2020
The management of the NOVOFERM Group companies