Terms and Conditions
Table of Contents
- Scope of Application
- Conclusion of Contract
- Prices and Payment Terms
- Delivery and Shipping Conditions
- Contract Duration and Termination of Subscription Agreements
- Force Majeure
- Delay in Performance at the Customer’s Request
- Retention of Title
- Defect Liability / Warranty
- Liability
- Limitation Period
- Right of Retention, Assignment
- Special Conditions for Assembly and Installation Services
- Applicable Law, Place of Jurisdiction, Contract Language
1) Scope of Application
1.1 These General Terms and Conditions (“Terms”) of Comstex GmbH & Co. KG (“Seller”) apply to all contracts for the delivery of goods concluded with a business customer (“Client”) exclusively through individual communication via remote means (telephone, fax, email, or letter). Any deviating terms and conditions of the Client shall not apply unless otherwise expressly agreed in writing.
1.2 These Terms also apply exclusively if the Seller, knowing of conflicting or deviating terms of the Client, performs delivery without reservation.
1.3 A “business customer” refers to any natural or legal person or legally capable partnership that acts in the exercise of their commercial or independent professional activity when concluding a legal transaction.
1.4 Depending on the Seller’s product description, the contract may involve either a one-time delivery or a recurring delivery of goods (“Subscription Contract”). In the case of a Subscription Contract, the Seller undertakes to supply the agreed goods at the agreed intervals for the duration of the subscription period.
2) Conclusion of Contract
The Client may submit a non-binding request for an offer via telephone, fax, email, letter, or an online contact form (if available on the Seller’s website). Based on this request, the Seller will send a binding offer to the Client via email, fax, or letter for the selected goods.
The Client can accept this offer by sending a written confirmation (via fax, email, or letter) or by paying the offered purchase price within the acceptance period specified in the offer. The day of receipt of the offer is not counted toward the acceptance period. The decisive date for acceptance by payment is the date the payment is received by the Seller.
If the last day of the acceptance period falls on a Saturday, Sunday, or public holiday at the Client’s location, the next working day applies. If the Client does not accept the offer within this period, the Seller is no longer bound by it and may freely dispose of the goods.
3) Prices and Payment Terms
3.1 All prices are net prices, excluding statutory VAT. Packaging, shipping, insurance (especially transport insurance), customs duties, and other charges may be billed separately.
3.2 The Client will be informed of available payment methods in the Seller’s offer.
3.3 For deliveries outside the European Union, additional costs may apply (e.g., bank transfer fees, currency conversion fees, import duties, or taxes), which are to be borne by the Client.
3.4 If advance payment by bank transfer is agreed, payment is due immediately upon conclusion of the contract unless otherwise stated.
3.5 If payment by invoice is agreed, the purchase price becomes due within 14 days from receipt of the invoice unless otherwise agreed. The Seller reserves the right to limit invoice payments to certain order volumes or to conduct a credit check before offering this payment method.
3.6 A payment is deemed received once the amount is credited to the Seller’s account. In case of delay, interest of 10 percentage points above the base rate applies.
3.7 If unforeseeable cost increases occur (e.g., currency fluctuations or supplier price changes) and delivery takes place more than four months after contract conclusion, the Seller may adjust prices accordingly.
4) Delivery and Shipping Conditions
4.1 Delivery is made to the shipping address provided by the Client unless otherwise agreed.
4.2 For deliveries via freight forwarding, delivery is made “curbside” to the nearest public accessible area at the delivery address.
4.3 The Seller may make partial deliveries if reasonable, and may issue partial invoices.
4.4 If the Seller does not receive proper or timely delivery from its own suppliers (and is not at fault), the Seller may withdraw from the contract after due diligence. In such a case, the Client will be informed immediately, and any payments will be refunded.
4.5 The risk of accidental loss or damage passes to the Client once the Seller hands the goods to the carrier, even if the Seller bears the transport costs.
4.6 If delivery is delayed for reasons caused by the Client, the risk transfers once the Seller notifies readiness for shipment. Any resulting storage costs are borne by the Client.
5) Contract Duration and Termination (Subscriptions)
5.1 The right to terminate for cause remains unaffected. A valid reason exists if continuing the contract is unreasonable for one party considering all circumstances.
5.2 Termination must be made in writing or text form (e.g., by email).
6) Force Majeure
In cases of force majeure affecting contract performance, the Seller may postpone delivery or withdraw entirely without liability. Force majeure includes all unforeseeable or unavoidable events beyond the Seller’s control, the effects of which cannot be prevented through reasonable measures.
7) Delay at the Customer’s Request
If dispatch or delivery is delayed by more than one month after notification of readiness to ship, the Seller may charge 0.5% of the purchase price per month (up to a maximum of 5%) as storage fees. Proof of higher or lower damage remains possible.
8) Retention of Title
8.1 The Seller retains ownership of all delivered goods until full payment of the purchase price and settlement of all claims arising from the business relationship.
8.2 If the goods are processed, the Seller is deemed the manufacturer and gains ownership of the resulting goods.
8.3 The Client may not pledge or assign goods under retention of title as security. Resale is permitted only in the normal course of business with simultaneous assignment of resulting claims to the Seller.
8.4 The Client must inform the Seller immediately of any third-party access to goods or assigned claims.
8.5 If the value of security rights exceeds claims by more than 10%, the Seller will release the excess upon request.
9) Defect Liability / Warranty
9.1 Minor defects do not justify claims or refusal of acceptance.
9.2 No claims exist for wear and tear or damages due to improper handling, overuse, unsuitable materials, or external factors.
9.3 For new goods, the warranty period is one year from delivery.
9.4 For used goods, warranty claims are excluded.
9.5 These limitations do not apply to goods used for construction purposes, cases of fraudulent concealment, or claims under §445a BGB (German Civil Code).
9.6 The Seller may choose between repair or replacement.
9.7 Replacement delivery does not restart the limitation period.
9.8 The Client must return defective goods within 30 days after replacement, stating the reason and order reference.
9.9 For replaced goods, the Seller may charge compensation for use according to §346 (1) BGB.
9.10 Business customers must comply with the inspection and complaint obligations under §377 HGB; otherwise, the goods are deemed accepted.
10) Liability
10.1 The Seller is fully liable for:
- Intent or gross negligence,
- Injury to life, body, or health caused by negligence,
- Explicit guarantees,
- Mandatory liability under the Product Liability Act.
10.2 For simple negligence of essential contractual obligations, liability is limited to foreseeable, typical damages.
10.3 Any further liability is excluded.
10.4 These rules also apply to legal representatives and agents of the Seller.
11) Limitation Period
Except for warranty claims, all other claims by the Client expire one year after becoming aware of the cause, but no later than five years after performance, unless unlimited liability applies as per Section 10.
12) Right of Retention, Assignment
12.1 The Client may not withhold payments unless counterclaims are undisputed or legally established.
12.2 Assignment of claims arising from the contract, including warranty claims, is not permitted.
13) Special Conditions for Assembly and Installation
13.1 If the Seller is also responsible for assembly or installation, these services may be carried out personally, by qualified staff, or by subcontractors. The Client has no right to choose specific personnel.
13.2 The Client must provide all necessary information truthfully and completely.
13.3 The Seller will contact the Client to arrange a suitable appointment and ensure access to the required facilities.
13.4 The risk of accidental loss transfers only after completion of installation and handover to the Client.
14) Applicable Law, Jurisdiction, Contract Language
14.1 All legal relationships are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
14.2 If the Client is a merchant or public entity under German law, exclusive jurisdiction is the Seller’s business location. The same applies if the Client’s business is outside Germany and the contract relates to commercial activity.
14.3 The contract language is German.