Nevi GmbH
General Terms and Conditions of Business
1 Scope of application
All services and deliveries of nevi GmbH are exclusively subject to these General Terms and Conditions (“GTC”). Deviations from the GTC shall only apply if they have been confirmed in writing by nevi GmbH in advance. The GTC shall apply until revoked.
2 Offer
2.1 All offers made by nevi GmbH are non-binding until a person authorized to represent nevi GmbH has confirmed the order in writing. Silence shall in no case be deemed as consent. Order confirmations of nevi GmbH shall be deemed accepted by the customer if the customer does not object in writing within one week of receipt of the order confirmation. Changes to offers shall only apply if they have been confirmed in writing by nevi GmbH.
2.2 Offer and project documents shall remain the property of nevi GmbH and may not be reproduced or made accessible to third parties in any form whatsoever without our consent. Such documents may be reclaimed at any time and must be returned to nevi GmbH immediately without request if an order is not placed.
2.3 Our offers shall be valid for a period of 1 month from the date of submission of the offer. The prices stated in the offers are exclusive of VAT.
3 Conclusion of the contract
3.1 Orders shall only be deemed accepted by us upon submission of a written order confirmation by an authorized representative of nevi GmbH. Our written order confirmation shall be decisive for the scope of delivery. No verbal collateral agreements shall be made.
3.2 Any subsequent amendments and supplements to the contract shall require written confirmation by nevi GmbH in order to be valid.
4 Withdrawal
4.1 If nevi GmbH is entitled to withdraw from a contract that has already been concluded, this may also be declared with regard to part of the delivery.
4.2 If nevi GmbH exercises its right of withdrawal for reasons for which the customer is responsible, even if the customer is not at fault, the customer shall reimburse us for the advance services we have rendered for the purpose of preparing the contract (procurement of materials, labour costs and the like). We may charge a lump sum of 30% of the order value for these preliminary services without having to provide special proof. Custom-made products are to be remunerated in full without delivery costs.
4.3 If the customer withdraws from the contract, he shall in any case reimburse us for the advance services in accordance with point 4.2. or, in the case of custom-made products, the entire order remuneration.
5 Pricing
5.1 Our prices are exclusive of VAT and delivery ex works, in accordance with Incoterms 2020 EXW, i.e. exclusive of packaging, loading and transportation. If fees, taxes or other charges are levied in connection with the delivery, these shall be borne by the Buyer. If delivery with delivery has been agreed, this shall be invoiced separately. If the order is processed according to the customer’s special instructions in deviation from the usual practice, the handling costs thus incurred shall be charged to the customer.
5.2 For contracts with delivery periods of more than three months requested by the customer, nevi GmbH reserves the right to increase the prices in accordance with the material price increases that have occurred.
6 Delivery
6.1 nevi GmbH shall only be responsible for the delivery, but not the installation, of the ordered contractual items. Delivery shall be made exclusively ex works, Am Bahnhof Weinhübel 2, 02827 Görlitz, Germany, in accordance with Incoterms 2020: EXW to the delivery address specified by the customer. The delivery of the contractual items by nevi GmbH is fulfilled upon handover to the customer or its carrier. Partial deliveries are permitted after prior notice.
6.2 Only expressly agreed delivery dates shall be binding for us. Delivery times stated outside the contract, e.g. by telephone, email or in catalogues, are for information purposes only and shall not be binding on nevi GmbH. The delivery period for expressly agreed delivery dates shall commence immediately if both of the following two conditions have been met:
- 1) Existence of an upright contractual relationship in the form of a order confirmation by nevi GmbH,
- 2) fulfilment of all technical, commercial and other requirements incumbent on the customer
6.3 Compliance with the agreed delivery period shall apply unless unforeseeable circumstances or circumstances beyond the control of the parties, such as all cases of force majeure, impede compliance; these circumstances shall also include official interventions and prohibitions, transport and customs clearance delays, transport damage, energy and raw material shortages, the rejection of a major or important workpiece, labour disputes and the failure of an essential supplier that is difficult to replace. These aforementioned circumstances shall also entitle us to extend the delivery period if they occur at suppliers.
6.4 Minor deviations in delivery times of up to 2 days shall not entitle the client to withdraw from the contract or to claim damages for delay.
6.5 If the customer is in default of acceptance, nevi GmbH shall not be liable for any damage caused to the subject matter of the contract during the period of default of acceptance. The costs arising from the default of acceptance shall be borne in full by the customer.
7 Surcharges for the delivery of small quantities
When ordering some products, e.g. betula flooring and betula wall, a minimum order quantity is required. The required order quantity is explicitly stated in the offer. It is possible to order small quantities, but in this case a minimum quantity surcharge of EUR 199.00 will be charged. If the order is delivered in several partial deliveries due to the fault of nevi GmbH, no surcharge will be charged.
8 Fulfilment and transfer of risk
8.1 Use and risk shall pass to the client at the latest when the goods are handed over ex works or ex warehouse. In the case of services that do not constitute a delivery of goods or part thereof, the place of performance shall be the place where the service is provided. The risk for a service or an agreed partial service shall pass to the client when it is provided.
8.2 In the event of delayed collection of goods ready for dispatch due to circumstances on the part of the client, the risk shall pass to the client on the day on which the goods are ready for dispatch.
8.3 Damage or defective deliveries that occur during transportation must be claimed by the customer exclusively from the commissioned freight company. nevi GmbH assumes no liability for this.
9 Invoicing and payment
9.1 nevi GmbH shall be entitled to issue invoices as soon as the delivery ex works has been effected. Partial invoices may be issued for partial deliveries.
9.2 If no justified objection is raised in writing against an invoice of nevi GmbH within two weeks, the invoice shall in any case be deemed approved by the customer.
10 Terms of payment
10.1 Unless special terms of payment have been agreed, our invoices are due for payment immediately upon invoicing without deduction of discount.
10.2 In the case of initial orders and unclear or poor creditworthiness of the customer, delivery shall only be made against advance payment. In the event of late payment, interest on arrears shall be charged at a rate of 8% above the applicable prime rate of the Deutsche Bundesbank. In the event of default in payment, the customer shall also be obliged to reimburse nevi GmbH for all costs incurred as a result of the non-fulfilment of the contractual obligations, in particular the costs of legal reminders and intervention.
10.3 In the case of development orders, 50% of the costs shall be due upon receipt of the order confirmation and the remainder upon delivery.
10.4 In the case of partial settlements, the corresponding partial payments shall be due for payment immediately upon receipt of the respective invoice. This shall also apply to invoices which arise as a result of subsequent deliveries or other agreements in excess of the original contract amount, irrespective of the terms of payment agreed for the main delivery.
10.5 In the event of late payment, interest on arrears shall be charged at a rate of 8% above the applicable prime rate of the Deutsche Bundesbank. In the event of default of payment, the customer shall also be obliged to reimburse nevi GmbH for all costs incurred as a result of the non-fulfilment of the contractual obligations, in particular the costs of legal reminders and intervention.
11 Retention of title
11.1 All deliveries by nevi GmbH shall be subject to retention of title. The delivered goods shall remain the property of nevi GmbH until full payment has been made.
11.2 If the customer is a reseller, our goods may not be resold before the invoice has been paid in full.
11.3 If the delivered goods are processed by the customer prior to full payment, this shall not result in the customer acquiring ownership. If the goods are processed together with other goods not belonging to nevi GmbH to form a new product, nevi GmbH shall acquire co-ownership of the new product in the ratio of the value of the goods delivered by nevi GmbH to the total value of the new product.
11.4 The customer shall be obliged to store the goods subject to retention of title separately from its other goods and to keep them adequately insured against natural hazards and theft. If the purchase price is not paid on time or if insolvency proceedings are opened against the customer’s assets or if an application to this effect is rejected for lack of assets to cover the costs, nevi GmbH shall be entitled to take back the goods for the time being without declaring its withdrawal from the contract. Any associated costs shall be reimbursed by the customer.
11.5 If the customer cancels an order, a no-fault cancellation fee of at least 30% shall be due. If the order has already been processed by us, we shall be entitled to charge a cancellation fee of at least 50% regardless of fault. nevi GmbH reserves the right to claim additional expenses in connection with the cancelled order.
12 Return of goods
12.1 Goods can only be returned, e.g. due to excess quantities ordered, if this has been requested from us in writing in advance and has also been confirmed in writing by an authorized representative of nevi GmbH. For goods that are returned without our
prior confirmation, no credit notes will be issued.
12.2 Goods may only be returned in their full original packaging and in their original, as-new and resalable condition.
12.3 For restocking, a handling fee of 20% of the value of the goods plus the freight costs incurred for the return, but at least € 150.00 flat-rate freight costs, will be charged.
12.4 The return of special productions and products manufactured to order is not possible.
12.5 Any return of goods shall only be deemed to have taken place when the goods have been returned by the customer or a third party commissioned by the customer to the location specified by nevi GmbH.
13 Warranty
The following warranty provisions shall not apply to consumers within the meaning of the Consumer Protection Act.
13.1 The content of the descriptions used by us shall not become part of the contract unless the customer or nevi GmbH expressly refers to them.
13.2 If defects of an item/work are already obvious at the time of the conclusion of the contract or are already known to the customer at that time, if the customer has not complied with all requirements of nevi GmbH with regard to the subject matter of the contract, if improvement work has been carried out without the approval of nevi GmbH, if elements of third-party origin have been installed or if the customer has not complied with the contractual obligations incumbent upon it, the warranty shall be excluded. Likewise, production-related, technically necessary or customary deviations in colour, form and design shall not entitle the customer to assert warranty claims.
13.3 Moreover, the customer shall inspect the goods/work for completeness, correctness, and other defects immediately after delivery, insofar as this is reasonable for him, and shall notify nevi GmbH in writing of any defects, including all shortfalls and incorrect deliveries, without delay, but no later than two working days after receipt of the goods or services, stating the order number.
13.4 If a notice of defects is not made or not made in good time, the item/work shall be deemed to have been approved. The assertion of warranty claims or claims for damages, including consequential damages, as well as the right to challenge errors due to defects, are excluded in these cases. The burden of proof that the item/work is defective and that the defect was present at the time of handover shall always lie with the customer, even if the defect becomes apparent within six months of handover.
13.5 If warranty claims exist due to a defect, nevi GmbH may, at its own discretion, improve or replace the item/work or reduce the remuneration appropriately or terminate the contract. If warranty claims exist, this shall not entitle the customer to withhold payment until the time of improvement or replacement of the item.
13.6 Claims arising from defects, regardless of the legal basis on which they are based (in particular warranty, damages, error, special right of withdrawal) must be asserted in court for each type of delivery and service within six months of delivery. The period begins on the day of delivery of the item/work.
13.7 Costs incurred due to the rectification of defects, such as installation and removal or transportation and material, shall be borne by the customer.
13.8 In the case of customized special productions based on the customer’s specifications, drawings, etc., nevi GmbH shall only guarantee their proper execution or production.
13.9 Expenses incurred for repairs shall only be recognized if the customer notifies nevi GmbH in advance and an authorized representative of nevi GmbH confirms the assumption of these expenses in writing. If nevi GmbH is not notified of a repair by a third party and if we do not confirm the assumption of costs or if the goods are modified accordingly without notification, nevi GmbH shall not provide any warranty for this work.
13.10 In the event of defects or damage that can be proven to have been caused by a manufacturing or material defect, nevi GmbH may offer to replace or repair the defect free of charge.
14 Liability & Compensation
14.1 nevi GmbH shall only be liable for the freedom from defects of title and for the properties of the product promised by nevi GmbH in writing, in particular for the properties promised in the respective product data sheet. Information in other documents, such as catalogues and on the nevi website, is for information purposes only.
14.2 Any further liability, in particular for usually assumed properties or for the suitability for a specific purpose, even if this was communicated to nevi GmbH prior to the conclusion of the contract, is excluded. Any technical application advice provided by nevi GmbH shall be given to the best of its knowledge, but to the exclusion of any warranty and liability. The customer shall be solely responsible for ensuring that the goods ordered are suitable for the customer’s purposes.
14.3 Liability for damages outside the scope of application of the Product Liability Act for whatever reason, in particular due to delay, impossibility of performance, positive breach of contract, culpa in contrahendo, consequential harm caused by a defect, defects or due to unauthorized acts, shall only be assumed in the event of intent or gross negligence to be proven by the customer. Liability for slight negligence, compensation for consequential damage and third-party damage as well as financial losses due to unrealized savings or profits and loss of interest are excluded.
14.4 If there is a claim for damages, nevi GmbH may, at its own discretion, pay compensation in the form of goods or money. If there is a claim for damages, our liability shall in any case be limited to twice the amount of the agreed remuneration.
14.5 After ten years from the handover of the item/work, there shall be no further claim for damages.
14.6 The instructions given by nevi GmbH regarding storage, assembly, commissioning and use of the goods delivered or services rendered shall be strictly observed. If these instructions are disregarded or if official approval conditions are not complied with, any liability on our part shall lapse.
15 Industrial property rights and copyright
15.1 If products are manufactured on the basis of design data, drawings, models or other specifications provided by the customer, nevi GmbH shall be fully indemnified and held harmless by the customer in the event of any infringement of third-party industrial property rights.
15.2 Execution documents such as plans, sketches and other technical documents as well as samples, catalogues, brochures, illustrations and the like shall always remain our intellectual property and shall be subject to the protection of the relevant statutory provisions with regard to reproduction, imitation and competition.
16 Assignment
16.1 The assignment or transfer of obligations arising from contracts or individual rights arising from these contracts shall only be effective if the other party has given its prior written consent. This consent may not be unreasonably withheld.
16.2 Each party is entitled to transfer the contract to an affiliated company without the consent of the other party. Affiliated companies of a party are companies in which one of the parties directly or indirectly holds more than 50 percent of the voting share capital or exercises the corresponding management control, or by which the party is controlled by the fact that the company directly or indirectly holds more than 50 percent of the voting share capital of the respective party or exercises the corresponding management control over the respective party.
17 Force majeure
All events or circumstances the prevention of which is beyond the control of one of the parties, in particular unavoidable disruptions to shipping, transportation and receiving facilities, floods, strikes and lockouts, official orders, shortages of raw materials, delivery bottlenecks or delays from upstream suppliers and machine breakdown and all other cases of force majeure which reduce or prevent delivery or acceptance shall release nevi GmbH from the obligation to deliver under this contract for the duration and extent of their effect.
18 Confidentiality
All information, documents, communications, samples, information and data, in particular samples, procedures and information on production sequences and processes, which are given or provided to nevi GmbH or the client by the other party in connection with this contractual relationship, whether in writing, verbally or by means of electronic data transmission (“confidential information”), shall be treated as strictly confidential by the receiving party and shall be kept secret even after termination of the business relationship.
19 Severability clause
Should individual provisions of this contract be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended purpose.
20 Applicable law, place of jurisdiction
20.1 The agreement shall be governed in its entirety by German law to the exclusion of the conflict of law rules and the UN Convention on Contracts for the International Sale of Goods. The place of performance for all obligations arising from this agreement is Görlitz.
20.2 The competent court for Görlitz shall have jurisdiction to decide all disputes arising from the contract – including those concerning its existence or non-existence.