Terms and Conditions

General terms and conditions of
ABS ALPHA GROUP GmbH

1. Applicability of the conditions
   1. These general terms and conditions (hereinafter referred to as “GTC”) underlie all legal transactions for the provision of services which are concluded by ABS Alpha Group GmbH (hereinafter “we” or “us”).
   2. These General Terms and Conditions also apply to all future legal transactions for the provision of services with the contractual partner, which we conclude, even if no express reference is made to these General Terms and Conditions.
   3. Conflicting general terms and conditions of our contractual partner – hereinafter referred to as “customer” – only apply if we have recognized them as binding in writing. They also apply if the contract with the customer is carried out by us in the knowledge of conflicting or different general terms and conditions of the customer.
   4. These terms and conditions do not apply to consumers in the sense of § 13 BGB.
   5. Separate “General Terms and Conditions of the ABS Alpha Group GmbH” apply to transactions involving the sale of goods that we conclude with customers whose registered office or place of residence is outside the Federal Republic of Germany. Special general terms and conditions of purchase also apply to purchases made by us.
2. Offer and conclusion of contract
   1. Our offers are subject to change unless we have expressly designated them as binding. Obvious offer errors can be corrected by us at any time before the order is accepted.
   2. An order from the customer represents a binding offer to conclude a purchase contract. We are entitled to accept this offer within a period of three weeks. A legal transaction is therefore only concluded through our written order confirmation, but at the latest through delivery of the goods in accordance with these terms and conditions.
   3. The customer is only entitled to change the order insofar as this is provided in the order confirmation and the customer meets the deadline specified by us. Corresponding changes will only take effect when a new written order confirmation is issued. We will also take into account changes requested by the customer that arrive after the deadline specified by us. However, we only carry this out upon prior written confirmation of the assumption of costs by the customer.
   4. Information in catalogs, price lists or order suggestions are non-binding. The conditions agreed in the individual case and confirmed with the order confirmation are decisive.
   5. Custom-made items are items that are not mass-produced or are not listed in price lists. This also applies to coloring. The surcharges applicable to custom-made products must be requested by the customer before ordering or in the context of requests for changes in accordance with Section 2.3. Relevant are again the conditions agreed in the individual case and confirmed with the order confirmation.
   6. Insofar as it is compatible with the purpose of the order that is recognizable to us, we are entitled to technical changes in performance and construction. The same applies to standard material-related deviations in structure and color.
3. Cancellation – mutual return of goods
   1. The cancellation of closed legal transactions requires our written confirmation. There is no entitlement to cancellation of the contract. If a contract is canceled by mutual agreement at the request of the customer, the customer must reimburse us for all expenses incurred up to the time of the cancellation.
   2. A cancellation of the contract is excluded for custom-made products or merchandise purchased from third parties.
   3. Insofar as the returned goods have already been used by the customer or his follow-up customer (including sample and exhibition goods), the customer must compensate us for the reduced value resulting from the use. The return of damaged goods is excluded.
4. Prices / assembly and service costs
   1. Our prices are net prices plus the applicable sales tax.
   2. If there are more than 4 months between the conclusion of the contract and the timely delivery, we are entitled to calculate the list price applicable at the time of delivery or to adjust the purchase price in accordance with the increase in the list price.
   3. Assembly and other services are included in the scope of delivery, unless these are specifically listed or excluded by us.
   4. The costs for the extra assembly costs and other services depend on the respective project.
5. Transport costs and risk
   1. The costs for transportation depend on the respective project. Any transport costs incurred are listed separately.
   2. The risk of loss or damage to the goods is transferred to the customer when they are handed over to the freight forwarder, the carrier or the person or institution otherwise intended to ship the goods.
   3. The takeover of the goods by rail, post, freight forwarders or other transport companies without complaint is considered confirmation of the perfect condition of the packaging upon dispatch and excludes any liability on our part due to improper packaging or loading as well as for losses or damage incurred on the way.
   4. Check the goods upon receipt for their integrity, especially for transport damage, as required by law. Obvious defects must be reported to us in writing within one week of receipt of the goods, hidden defects within one week of their discovery. If there is transport damage, have the driver confirm the damage on the consignment note, or do not accept it or accept it only with reservations. We accept no liability for transport damage not shown.
   5. Delivery time
      1. Unless expressly agreed, delivery dates or periods are only non-binding information. The delivery time is always given in calendar weeks.
      2. If delivery times are not adhered to, the customer is entitled to set a reasonable grace period and to withdraw from the contract in the event that this expires unsuccessfully. A reasonable grace period is three weeks for standard products and four weeks for custom-made products.
      3. We are entitled to partial deliveries and partial services at any time, provided that this is reasonable for the customer.
      4. The delivery time is subject to such reservations, which can result from unforeseen obstacles both in our own company as well as those of the suppliers as well as force majeure. This includes, in particular, unforeseeable events such as official interventions, operational disruptions, industrial disputes, war, civil war or natural disasters. In these cases, we are entitled to postpone delivery and / or other services for the duration of the impediment plus a reasonable start-up time. If the hindrance lasts longer than three months, both parties are entitled to withdraw from the contract with respect to the unfulfilled part without being able to claim damages.
      5. If deliveries are not accepted by the customer on time, in derogation from section 7.1, we are entitled to charge the customer for the delivered goods including any additional costs (e.g. through storage) with immediate due date. Call orders are limited to a maximum of one year and can be accepted during this time. The minimum request period is 30 calendar days.
   6. Payment
      1. Invoices for the delivery of purchased goods and the remuneration for assembly and services are to be paid without deduction within 30 calendar days of the invoice date after the service has been rendered and the customer has received the invoice. For first-time orders or larger projects, we reserve the right to request a partial amount of the order volume or even the full order value in advance. Separate project-related agreements must be approved by ABS Alpha Group GmbH and confirmed in writing before the order is placed. Otherwise our normal payment terms apply.
      2. If the invoice is not settled within 30 calendar days after the invoice date (the decisive factor is the receipt of payment on our account), the customer is in default without the need for a separate reminder. From this point on, our claim is subject to interest of at least 8% above the base rate (§ 247 BGB). We reserve the right to provide evidence of further damage, in particular higher interest.
      3. Offsetting by the customer is only permitted with counterclaims recognized by us or legally established. Rights of retention can only be asserted by the customer based on claims from the same contractual relationship.
      4. In the event of default by the customer, all claims that are not yet due or deferred become due immediately; we are released from the obligation to make further advance payments.
      5. Check payments must be expressly agreed. These are considered promises of payment and will only be accepted if discounting is possible. If a check is lost, we are not obliged to continue to seek payment from the paper. Bills of exchange payments are excluded.
      6. If we become aware of circumstances after the conclusion of the contract that indicate the customer’s creditworthiness, we are entitled, subject to all other rights, to withdraw in whole or in part from all contracts that have not yet been fully fulfilled, to raise the countervalue of the delivery by cash on delivery or in advance to demand payment or security deposit for further deliveries.
      7. We can also withdraw from the contract if the customer requests the opening of insolvency proceedings against his assets, insolvency proceedings against the assets of the customer are opened on the basis of an application by a third party or the opening is refused due to lack of assets, provided that insolvency law provisions do not conflict with this.
   7. Retention of title
      1. Until the fulfillment of all that we are entitled to – regardless of what reason – against the customer now or in the future, the goods delivered by us remain our property (reservation of title).
      2. In the case of an ongoing invoice, conditional ownership is considered as security for our balance claim. Ownership is only transferred to the customer when all of his obligations towards us have been met. For the period of retention of title, the customer is obliged to keep the goods in good condition and to keep them safe for us. Until full payment is made, he may neither pledge them nor transfer them to third parties as security without our written consent. The purchaser is also obliged to notify us immediately of any seizure of this goods by third parties or of any other impairment of our rights.
      3. The purchaser is liable for loss of the delivered goods due to theft, fire, water or similar events, even through no fault of his own. Insofar as the delivered goods are processed or processed before payment, they remain our property in the processing or processing stage and also as finished goods. This also applies if the value of the processing is greater than the value of the goods delivered by us.
      4. If the delivered goods are combined or mixed with other objects or are incorporated into other objects, we will become co-owners of the connected or mixed object or the object in which the object is incorporated. This also applies if the new item is the main item in relation to the goods delivered by us. The customer hereby assigns the co-ownership rights to us in advance and stores the item with commercial care.
      5. Goods that have not been paid for and delivered may only be resold in the course of regular business transactions – connected or not connected or built in, processed or not processed – subject to our retention of title. In the event of this sale, the customer hereby assigns the claims against the respective third party to us, provided that he is entitled to collect the claims for us until further notice (collection assignment).
      6. If the security existing through the retention of title exceeds the claims to be secured by more than 20%, the claims going beyond the effective existence of the claim will be released at the request of the customer.
   8. Complaints / warranty
      1. We are liable for material defects, the causes of which can be proven to lie in the material, processing and construction or the instructions and the cause of which already existed when the risk passed. However, we accept no liability for the construction of custom-made products based on the client’s design documents.
      2. Warranty claims do not exist if there is only an insignificant deviation from the usual or agreed quality in writing and if there is only an insignificant impairment of usability. In particular, no guarantee can be given for the exact correspondence with color samples and for the absolute uniformity of the veneers used for various pieces of furniture with veneered surfaces.
      3. The warranty does not apply to wear and tear due to the intended use, damage due to improper handling (such as wet new rooms, storage in damp rooms, strong exposure to heat, faulty cleaning and operation, willful damage, etc.) Exposure to light, excessive stress, unsuitable equipment, defective construction work , unsuitable building site or other special external influences that are not required by the contract. If improper changes or repair work are carried out by the customer or third parties, there are also no claims for defects for these and the resulting consequences.
      4. Warranty claims for defects come under the statute of limitations in 12 months, unless otherwise required. The period begins with the delivery of the goods.
      5. Warranty liability only arises if we are notified of the defect in writing immediately after becoming known. The objectionable piece is to be left to us for inspection or to be made accessible at any time. Recognizable defects must be reported in writing by the customer immediately, but at the latest within five working days after the service has been provided. Likewise, hidden defects must be reported in writing immediately, but at the latest within five working days after discovery, during the warranty period specified in Section 9.4.
      6. Insofar as defects are already recognizable upon delivery, the customer must complain to the transport company or the fitters upon receipt of the goods and have the complaint certified. Complaints must include a detailed description of the defect. Section 9.6 sentences 1 and 2 also apply if there are discernible quantity and / or weight defects on delivery.
      7. A complaint that is not made in due time or in form excludes all claims by the customer for warranty.
      8. If there is a defect, we will rectify it at our discretion by means of rectification or a replacement delivery, whereby we are basically allowed two attempts at rectification. The customer is not entitled to a reduction in price as long as we meet our obligation to remedy the defect and the repair has not failed.
      9. Claims by the customer due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the delivery item is subsequently to a different location than the delivery location or the customer’s branch has been spent.
      10. Replacement deliveries are only made step by step against surrender of the original delivery. If this is not possible for the customer, he is obliged to replace the value instead of surrendering. Furthermore, the customer is obliged to surrender uses.
      11. In the event of notices of defects, payments by the customer may only be withheld to an extent that is in reasonable proportion to the material defects that have occurred. If the notice of defects is made incorrectly, we are entitled to request the customer to reimburse us for the expenses incurred.
      12. Returns may only be made with our prior written consent.
      13. Further claims of the customer due to or in connection with defects, regardless of the legal reason, only exist in accordance with the provisions in section 10, unless it is a matter of claims for damages due to the lack of a guaranteed quality and / or durability. We are only liable for damage based on the lack of the guaranteed quality or durability, but which do not occur directly on the goods, if the risk of such damage is clearly covered by the quality or durability guarantee.
   9. Exclusion and limitation of liability
      1. We have unlimited liability for intent and gross negligence.
      2. For simple negligence, we are liable – except in the case of injury to life, limb or health – limited to the contract-typical and foreseeable damage, provided that essential contractual obligations (cardinal obligations) are violated. ELiability for indirect and unpredictable damage and loss of profit is excluded in the event of simple negligence.
      3. Any further liability for damages than provided for in sections 10.1 and 10.2 is excluded. This disclaimer applies regardless of the legal nature of the asserted claim, i.e. it covers both contractual claims (e.g. due to breach of obligations arising from the contractual relationship) and non-contractual claims (e.g. due to unlawful acts).
      4. The limitations or exclusions of liability according to the above paragraphs do not apply to a legally prescribed no-fault liability, in particular according to the Product Liability Act or due to the assumption of a quality and / or durability guarantee.
      5. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives, vicarious agents and subcontractors.
   10. Sample drawings of special designs / rights of third parties
       1. We reserve the property rights and copyrights to illustrations, drawings, sketches of other documents and samples – whether in paper form or in electronic form. They are to be returned on request and may not be passed on to third parties without our consent.
       2. With the order, the customer assumes, assuming liability, that no third-party rights are violated by the manufacture prescribed by him (especially in the case of special designs according to the customer’s sketch). If a claim is made against us by a third party, the customer is obliged to release us from these claims upon first request. The obligation to indemnify relates to all expenses that we incur as a result of or in connection with claims by a third party.
       3. Sample pieces are available for purchase. Custom-made products and samples are excluded from the return.
   11. Additional conditions for service and work contracts
       1. For contracts for assembly and planning services as well as for contracts for consulting and other services, the conditions specified in the following paragraphs 13 to 20 also apply.
   12. Offer / conclusion of contract
       1. In accordance with the customer’s specifications, we create a written offer by describing the work to be created or the services to be provided along with the corresponding remuneration. If necessary, a detailed service description will be attached to the offer.
       2. The order is always made on the basis of the respective offer by acceptance by the customer and after the issuing of a written order confirmation. Unless otherwise stated, our offers are always subject to change and non-binding.
   13. Scope of services
       1. Services include the accompanying advice on the new move (old or new building) or the conversion of commercial space with regard to the compatibility of the intended use in technical and design terms as well as with the applicable public law regulations, in particular those relating to occupational safety. The accompanying advice is intended to support the implementation of the proposed new move or conversion and pays particular attention to the interfaces between the building structure and the intended individual furnishing of the building. In the event that only accompanying consulting services are used, the customer is responsible for the course of the project and for its results.
       2. Other service modules include the creation of comprehensive space use analyzes and expert opinions as well as the corresponding documentation, the development of space use, workplace and design concepts, as well as the planning of object furnishings using standard equipment from leading diverse manufacturers or custom-made products. After a separate agreement, we also take over the execution planning for the special furniture for a fee.
       3. To implement the developed concepts, experts such as architects, interior designers and designers are taught at the customer’s request.
   14. Contact person
       1. The customer appoints a contact person authorized to make decisions to us and, if necessary, a representative for all matters relating to the contractual relationship.
   15. Customer’s duty to cooperate
       1. The customer provides us with the initiative and on request, free of charge, all the necessary documents, documents, plans, drawings, building descriptions, etc., as well as all operational information that is necessary in order to be able to carry out a comprehensive assessment of the property. Furthermore, he grants our commissioned employees access to the relevant premises if necessary
   16. Remuneration
       1. The respective remuneration is determined according to the vertcontractually agreed and if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code, it is stated as net remuneration. In this case, the applicable statutory sales tax must be paid in addition.
       2. We are entitled to request a suitable advance payment if necessary before rendering the agreed services.
   17. Copyright
       1. The work results mentioned above are protected by copyright as a personal intellectual creation. This also applies if they lack the intellectual level of creation according to § 2 UrhG. In this case, the parties agree that all work results are subject to the rules of the Copyright Act (UrhG).
       2. 18.2 The customer is basically granted the simple right of use with regard to the work results. Any kind of change, duplication or reproduction, free of charge or transfer of the work results, their parts or their basic planning documents to third parties is prohibited. In exceptional cases, express consent can be given.
   18. Warranty
       1. If a work is owed, we guarantee that it is free from defects according to the general statutory rules regarding its creation according to the recognized technical and design rules and principles as well as the public law provisions valid at the time the service is rendered.
       2. Claims for warranty against defects become statute-barred 12 months after acceptance of the work, unless the law stipulates longer limitation periods.
   19. Termination of contract, termination
       1. If general advisory services are the subject of the contract, each contracting party may terminate this contract within a period of one month to the end of the month without giving reasons.
       2. The services rendered up to that point will be invoiced to the customer in accordance with the remuneration agreed in the service contract. In the case of a lump sum payment, this will be invoiced proportionately based on the ratio of what has been achieved to the total volume of the contractually agreed.
       3. In the event that a contract for work is agreed, the right of termination under Section 649 sentence 1 BGB is limited to the existence and assertion of an important reason.
   20. Additional conditions for moving contracts
       1. In the event that removal services are ordered, the customer concludes a removal contract with us regarding this type of service, to which the conditions set out in sections 22 to 24 below also apply, provided our customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). The remaining provisions of these General Terms and Conditions also apply if their content applies to moving services.
   21. Obligations of the carrier
       1. Unless otherwise agreed, we undertake the transport of the goods to be moved by means of a means of transport suitable for the respective goods to be moved and their loading and unloading. We also take care of stowing and securing the goods to be moved in the means of transport. If there is no danger to the goods to be moved, the transport can also be carried out using a container or as an additional load.
       2. We are entitled to use subcontractors when carrying out removals.
       3. The dismantling and assembly of furniture (assembly and disassembly), in particular its disassembly into individual parts, only takes place insofar as this is necessary for their proper transportation. The furniture can only be adapted to the local conditions of the moving destination if this has been expressly agreed.
       4. We only take over the packaging and labeling of the goods to be moved if this has been expressly agreed beforehand.
   22. Obligations of the customer
       1. Before carrying out the transport, the customer must specify the goods to be moved in terms of quantity, type, weight and condition, in particular to inform them whether the goods to be moved contain dangerous goods. If a detailed description of the goods to be moved is not possible, the customer must grant us access to his premises to determine the scope of the goods to be moved.
       2. The customer must provide us with comprehensive information in good time regarding the accessibility of the shipping and destination locations.
       3. If the customer takes over the packaging and labeling of the goods to be moved, he has to pack small parts in such a way that they can be loaded on the day the goods are transported without any significant delay. For a separate fee, we provide the customer with suitable transport containers.
   23. Liability for damage or loss of the goods to be moved
       1. In the event of damage or loss of removal goods, our liability is limited to an amount of € 620.00 per cubic meter of cargo space required to fulfill the order. Cubic meters started are taken into account proportionately.
       2. In the case of VeIf a flat rate is agreed, the cargo space that a proper carrier would use to transport the goods to be moved is considered “required”. In the case of carrying out a stretcher move, the loading space is deemed decisive, which would have been hypothetically required for a motor vehicle transport.
       3. Liability for loss or damage to the removal goods expires if the loss or damage was externally recognizable and was not notified to us in text form at the latest on the day after delivery in accordance with § 126 BGB. In the event of damage that cannot be recognized externally or if there is a corresponding loss, the notification must be made within 14 days of delivery. The damage must be clearly marked in the damage report.
   24. General
       1. Should a provision of these General Terms and Conditions be or become invalid, this does not affect the effectiveness of the remaining provisions of these General Terms and Conditions.
       2. For all legal relationships between us and the customer, the law of the Federal Republic of Germany applies exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (United Nations Convention on Contracts for the International Sale of Goods CISG) and the reference standards of German international private law (EGBGB).
       3. The place of performance for delivery and payment is our registered office.
       4. Insofar as the customer is a merchant, a legal person under public law or a special fund under public law, our registered office is the exclusive place of jurisdiction for all disputes that arise directly or indirectly from legal transactions on which these GTC are based. The same applies if after conclusion of the contract the customer moves his domicile or habitual residence to a place outside the Federal Republic of Germany or his domicile or habitual residence is not known at the time the complaint is filed. We are also entitled, at our option, to sue at any other competent court.
       5. We collect, store and process personal data related to the business regulated by these terms and conditions in accordance with the provisions of the Federal Data Protection Act.

   Updated in May 2020