§ 1 Scope of application

1.1 These General Terms and Conditions shall apply to all present and future contracts for the delivery of goods between CHRISTIANE MERGNER and its customers.

1.2 The following terms and conditions shall apply to future business relationships even if they are not expressly agreed again.

1.3 Any deviating terms and conditions of the customer that are not expressly acknowledged shall not be binding for the latter, even if they are not expressly contradicted. The following terms and conditions shall also apply if CHRISTIANE MERGNER carries out the delivery without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.

1.4 The product range is aimed equally at consumers and entrepreneurs, but only at end customers. For the purposes of these General Terms and Conditions, (i) a consumer is any natural person who concludes the contract for a purpose that cannot be attributed to their commercial or independent professional activity (Section 13 of the German Civil Code - BGB) and (ii) an “entrepreneur” is a natural or legal person or a partnership with legal capacity who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity (Section 14 (1) BGB).
 
 
§ 2 Conclusion of contract

2.1 Offers and prices contained on the website, in brochures, adverts and other advertising material from CHRISTIANE MERGNER are subject to change and non-binding. In the legal sense, they are only to be understood as an invitation to submit an offer. By placing an order in the webshop, the customer makes a binding offer to purchase the product in question. The customer is bound by the offer for a period of two weeks. The contract shall only be concluded when CHRISTIANE MERGNER accepts the customer's offer (order/contract) in text form or despatches the goods.

2.2 CHRISTIANE MERGNER shall send the customer a confirmation of receipt of the offer immediately after receipt of the offer, which shall not constitute acceptance of the offer. The offer shall only be deemed to have been accepted by us as soon as we declare acceptance to the customer (by e-mail) or dispatch the goods.

2.3 Every customer who is a consumer is entitled to revoke the offer in accordance with the special cancellation and return policy, which is communicated to him as part of the order on our website and by e-mail, and to return the goods, provided that the ordered goods were not made to customer specifications or clearly tailored to the personal needs of the customer (§ 312d para. 4 no. 1 Alt.1 and 2 BGB).
 
2.4 CHRISTIANE MERGNER's declaration of acceptance shall be exclusively decisive for the scope of the contractually owed services. Verbal promises made by CHRISTIANE MERGNER prior to the conclusion of this contract shall not be legally binding.Verbal agreements between the contracting parties shall be replaced by the written contract.

2.5 Additions and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing to be effective.Transmission by e-mail is sufficient to fulfil the written form requirement.

2.6 The customer shall bear sole responsibility for information provided to CHRISTIANE MERGNER by the customer (dimensions, descriptions, etc.). Insofar as CHRISTIANE MERGNER is commissioned to measure the building situation on site (measurement), the Client shall be obliged to provide all relevant data (description of the building situation, approximate dimensions, photos) in advance and in full to the best of its knowledge.
 
2.7 Information provided by CHRISTIANE MERGNER on the object of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data), as well as the representations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or labelling of the delivery or service.

Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.
 
 
§ 3 Prices, payment, right of cancellation in the event of default of payment

3.1 The prices shall apply to the scope of services and delivery specified in the contract or in the order confirmation. Additional or special services shall be invoiced separately. Prices are quoted in EURO plus packaging, transport, statutory VAT at the rate applicable at the time of delivery, customs duties in the case of export deliveries, as well as fees and other public charges.

3.2 Cheques shall only be accepted on account of performance.

3.3 The price and any amounts for ancillary services are due upon conclusion of the contract, unless otherwise agreed.

3.4 If the customer is in default of payment, CHRISTIANE MERGNER may withdraw from the contract if it has previously requested payment from the customer, setting a reasonable deadline, and payment has not been made in full by the deadline. As a rule, a period of one week shall be deemed reasonable.

Furthermore, CHRISTIANE MERGNER shall be entitled to charge interest on arrears at a rate of 5 percentage points - or 8 percentage points in the case of merchants - above the respective base interest rate in the event of late payment. Further claims for damages shall remain unaffected by this.

3.5 If the agreed prices are based on CHRISTIANE MERGNER's list prices and delivery is to take place more than four months after conclusion of the contract, CHRISTIANE MERGNER's list prices valid at the time of delivery shall apply (in each case less an agreed percentage or fixed discount).
 
 
§ 4 Delivery dates and deadlines, impossibility, delay

4.1 CHRISTIANE MERGNER's products are specially manufactured according to the customer's wishes, so that the delivery periods cannot be precisely determined in advance. Delivery dates and deadlines shall only be binding if CHRISTIANE MERGNER has expressly confirmed them as binding. This means that deadlines and dates for deliveries and services promised by CHRISTIANE MERGNER shall only ever be approximate, unless a fixed deadline or date has been expressly promised or agreed.

4.2 Compliance with delivery times and dates is subject to all commercial and technical issues between the parties having been clarified and the customer having fulfilled all obligations incumbent upon him. If these conditions are not met, the delivery period shall be extended or the delivery date postponed by a reasonable period of time. A reasonable period shall be at least the duration of the period during which the customer has not fulfilled its obligations or has not (fully) declared its compliance. The rights of CHRISTIANE MERGNER due to a delay on the part of the Customer shall remain unaffected by this.

4.3 IfCHRISTIANE MERGNER fails to meet a bindingly agreed delivery date or an agreed delivery period, the customer shall set a reasonable grace period, which as a rule may not be less than three weeks.
 
4.4 CHRISTIANE MERGNER shall not be liable for impossibility of delivery or for delays in delivery caused by CHRISTIANE MERGNER or its suppliers, insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. strikes, lawful lockouts) for which CHRISTIANE MERGNER is not responsible.
CHRISTIANE MERGNER may only invoke the aforementioned circumstances if it has informed the Customer thereof without delay.

If such events make delivery or performance significantly more difficult or impossible for CHRISTIANE MERGNER and the hindrance is not only of a temporary nature, CHRISTIANE MERGNER shall be entitled to withdraw from the contract. If CHRISTIANE MERGNER has declared its cancellation or if the delivery times are extended, the customer cannot derive any claim for damages from this in the aforementioned cases.
In the event of hindrances of a temporary nature, the delivery or performance periods shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance, plus a reasonable start-up period.
If the customer cannot reasonably be expected to receive the delivery or service as a result of the delay, or if the hindrance lasts longer than two months, the customer shall be entitled, after setting a reasonable grace period, to withdraw from the contract by means of an immediate declaration in text form to CHRISTIANE MERGNER.  CHRISTIANE MERGNER shall immediately reimburse any service already rendered.

4.5 If the delivery is delayed due to circumstances for which the customer is responsible, the customer shall compensate CHRISTIANE MERGNER for the damage incurred.

4.6 If CHRISTIANE MERGNER is in default with a delivery or service or if a delivery or service becomes impossible for CHRISTIANE MERGNER for whatever reason, CHRISTIANE MERGNER's liability shall be limited to compensation for damages in accordance with § 9 of these General Terms and Conditions of Delivery.
 
§ 5 Offsetting, right of retention, transfer of rights and obligations

5.1 The customer is only authorised to offset if the customer's counterclaims have been legally established or are undisputed.

5.2 The customer is also authorised to exercise a right of retention if his counterclaim is based on the same contractual relationship.

5.3 The transfer of rights and obligations under this contract by the customer is only permitted if CHRISTIANE MERGNER has given its written consent.

5.4 The customer agrees to the offsetting of claims and liabilities, on whatever legal grounds, to which CHRISTIANE MERGNER is entitled vis-à-vis the customer, against claims of the customer vis-à-vis CHRISTIANE MERGNER.
 
§ 6 Retention of title

6.1 The retention of title agreed below serves to secure all existing current and future claims of CHRISTIANE MERGNER against the customer arising from the supply relationship between the contracting parties for doors, glass and furniture elements, interior fittings (including balance claims from a current account relationship limited to this supply relationship).

6.2 The goods delivered by CHRISTIANE MERGNER to the customer shall remain the property of CHRISTIANE MERGNER until all secured claims have been paid in full.

The goods and the goods covered by the retention of title that take their place in accordance with this clause are hereinafter referred to as goods subject to retention of title.

6.3 The Customer shall store the goods subject to retention of title free of charge for CHRISTIANE MERGNER. The Customer shall be obliged to treat the goods subject to retention of title with care as long as ownership has not yet been transferred to the Customer.

If it is necessary to carry out maintenance work, the Customer must arrange this in good time. The same applies to repair and maintenance work.

6.4 The customer shall be entitled to process and sell the reserved goods in the ordinary course of business until the realisation event (6.9) occurs. Pledges and transfers by way of security are not permitted.
 
6.5 If the reserved goods are processed by the customer, it is agreed that the processing is carried out in the name and for the account of CHRISTIANE MERGNER as manufacturer and CHRISTIANE MERGNER directly acquires ownership or - if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the reserved goods - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item.

In the event that no such acquisition of ownership should occur for CHRISTIANE MERGNER, the customer hereby transfers its future ownership or - in the above-mentioned ratio - co-ownership of the newly created item to CHRISTIANE MERGNER as security.

6.6 In the event of resale of the reserved goods, the customer hereby assigns to CHRISTIANE MERGNER by way of security the resulting claim against the purchaser - in the case of co-ownership by CHRISTIANE MERGNER of the reserved goods in proportion to the co-ownership share.

The same shall apply to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims arising from unauthorised action, loss or destruction.
CHRISTIANE MERGNER revocably authorises the customer to collect the claims assigned to CHRISTIANE MERGNER in its own name. CHRISTIANE MERGNER may only revoke this direct debit authorisation in the event of realisation.

6.7 If third parties seize the reserved goods, in particular by attachment, the customer shall immediately draw attention to CHRISTIANE MERGNER's ownership and inform CHRISTIANE MERGNER of this in order to enable it to enforce its ownership rights.

If the customer breaches this obligation, it shall be liable to pay compensation to CHRISTIANE MERGNER.

If the third party is not in a position to reimburse CHRISTIANE MERGNER for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable to CHRISTIANE MERGNER.

6.8 CHRISTIANE MERGNER shall release the reserved goods, as well as the items or claims taking their place, upon request at its discretion, insofar as their value exceeds the amount of the secured claims by more than 50 %.

6.9 If CHRISTIANE MERGNER withdraws from the contract in the event of breach of contract by the customer - in particular default of payment - (realisation event), it shall be entitled to demand the return of the reserved goods.
 
 
§ 7 Transport, transfer of risk

7.1 If the customer is a consumer, the risk of accidental destruction, accidental damage or accidental loss of the delivered goods shall pass to the customer at the point in time at which the goods are delivered to the customer or the customer is in default of acceptance. In all other cases, the risk shall pass to the customer upon delivery of the goods to the transport company.

7.2 If the customer bears the costs of transport and CHRISTIANE MERGNER is obliged to transport the goods, the packaging and the mode of transport shall be at the dutiful discretion of CHRISTIANE MERGNER, unless otherwise agreed.

7.3 If there is a right of cancellation in accordance with Section 312d (1) sentence 1 BGB, the customer as consumer shall bear the regular costs of the return shipment if the price of the item to be returned does not exceed 40 euros or if, in the case of a higher price of the item, the customer has not yet provided the consideration or a partial payment at the time of cancellation, unless the delivered goods do not correspond to the ordered goods.
 
 
§ 8 Warranty claims, exclusion period for obvious defects

8.1 For the assessment of the quality of glass, reference is made to the guideline for assessing the visual quality of glass for the construction industry, as of May 2009. This can be viewed on the CHRISTIANE MERGNER homepage. In particular, interference phenomena, the insulating glass effect, anisotropies, condensation on the outer surface of the pane (condensation) and the wettability of glass surfaces do not constitute defects.

8.2 Warranty claims shall lapse within two years of delivery of the goods.

8.3 The customer's claims against CHRISTIANE MERGNER due to defects that have occurred shall initially be limited to subsequent fulfilment. If subsequent fulfilment fails or is unreasonable for the customer or CHRISTIANE MERGNER refuses subsequent fulfilment, the customer shall be entitled to withdraw from the purchase contract or reduce the purchase price in accordance with the applicable law.

8.4 Parts replaced as part of the rectification of defects shall become the property of CHRISTIANE MERGNER.

8.5 The warranty shall lapse if the Customer modifies the delivery item or has it modified by a third party without CHRISTIANE MERGNER's consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Customer shall bear the additional costs of remedying the defect resulting from the modification.
 
8.6 The customer must notify CHRISTIANE MERGNER of obvious defects in the delivery item within one week of delivery of the delivery item and discovery of the defect or at any earlier point in time at which the defect was recognisable to the customer during normal use of the delivery item. The obligations of the merchant shall remain unaffected by this.

8.7 If the customer requests CHRISTIANE MERGNER to rectify a defect, CHRISTIANE MERGNER shall inspect the delivery item. If a defect is found to exist, CHRISTIANE MERGNER shall bear the costs of inspection and subsequent fulfilment. If, on the other hand, there is no defect, the customer shall be obliged to reimburse CHRISTIANE MERGNER for the costs incurred by the unjustified request (e.g. for transport, travel, labour, material).
 
 
§ 9 Liability

9.1 CHRISTIANE MERGNER shall only be liable for simple negligence in the event of a breach of material contractual obligations. A material contractual obligation is an obligation whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the customer may rely. In addition, CHRISTIANE MERGNER shall be liable without limitation in the event of culpable injury to life, limb or health. Otherwise, CHRISTIANE MERGNER's liability shall be excluded in cases of simple negligence. This shall not affect liability in the event of fraudulent concealment of a defect, the assumption of a guarantee and under the German Product Liability Act.

9.2 Insofar as CHRISTIANE MERGNER is liable for damages in accordance with paragraph 1, this liability shall be limited to damages which CHRISTIANE MERGNER foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which it should have foreseen if it had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.

9.3 The above exclusions and limitations of liability shall apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of CHRISTIANE MERGNER.
 
 
§ 10 Applicable law

With regard to all legal relationships arising from this contractual relationship, the parties agree to apply the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

§ 11 Place of fulfilment, place of jurisdiction, data protection

11.1 The place of fulfilment is the registered office of CHRISTIANE MERGNER.

11.2 The place of jurisdiction shall be the registered office of CHRISTIANE MERGNER if the customer is a merchant.

11.3 If the customer has no general place of jurisdiction in Germany or has moved his domicile or usual place of residence outside Germany after conclusion of the contract or if his domicile or usual place of residence is not known at the time the action is filed, the place of jurisdiction shall be the registered office of CHRISTIANE MERGNER.

11.4 The customer agrees that his personal or internal company data, insofar as these are necessary for the processing of the business relationship, will be stored in accordance with the provisions of the Federal Data Protection Act.
 
  
§ 12. Severability clause

Should any provision of these General Terms and Conditions of Sale and Delivery be or become legally invalid or void, this shall not affect the validity of the remaining provisions of these General Terms and Conditions of Sale and Delivery.