Terms and Conditions of Business
General Terms and conditions of Buschfeld Design GmbH
Terms of sale and delivery relating to Buschfeld Design GmbH, Cologne
(hereinafter: Manufacturer) – as of 1st April, 2025.
I. General Information
1. The following General Terms and Conditions (hereinafter referred to as „GTC“) apply exclusively. Other conditions only become part of the contract if the manufacturer has expressly agreed to their applicability in writing. In the case of ongoing business relationships, these GTC – in the version valid at the time of the contract conclusion – form the basis for all future transactions as well.
2. All agreements between the contracting parties must be recorded in writing. Orders are only considered valid after written confirmation. This also applies to orders mediated by representatives or sales employees. Divergent confirmations are considered new offers. Supplements, changes, and side agreements to already placed orders, as well as any assurances, only become effective with the written confirmation by the manufacturer.
II. Offers and the Documents Inherent to Offers
1. Offers are always subject to change, unless otherwise agreed.
2. The documents belonging to an offer, such as illustrations, drawings, weight and size specifications, are only approximately binding, unless they are expressly stated as binding. Technical descriptions, explanations of a technical nature, as well as technical specifications and functional descriptions do not constitute a warranty of quality. Characteristics are only considered guaranteed if they have been explicitly confirmed in writing by the manufacturer.
3. Deviations from descriptions and information in brochures, catalogs, and written documents, as well as changes due to technical progress, remain reserved, without giving rise to any claims against the manufacturer.
4. The offer and all related documents may not be disclosed, published, or reproduced without the manufacturer’s approval, nor may they be used for any purpose other than the agreed-upon one.
5. Upon request, all offer documents must be returned to the manufacturer.
III. Scale of the Delivery – Written Confirmation
1. The confirmation of order contains the details of the scale of the delivery.
2. The manufacturer is entitled to make reasonable partial deliveries and to invoice such partial deliveries.
3. Samples will only be provided upon explicit agreement and solely against payment.
IV. Prices
1. Unless otherwise stated in the manufacturer‘s order confirmation, the prices are based on delivery from the Cologne warehouse, plus shipping and packaging.
2. These prices are based on the production costs at the time of the conclusion of the contract. In the case of ongoing obligations, the manufacturer is entitled to request negotiations for a price adjustment if the following factors change: material prices, labor or ancillary labor costs due to legal or tariff changes, or VAT. If no agreement is reached during these negotiations regarding the price change, either party may terminate the contract in writing with three months‘ notice at the end of a quarter.
V. Payment
1. Unless otherwise agreed, payments shall be made without any deductions and free of transaction charges to the Manufacturer’s designated account(s). Terms are as follows: 2% cash discount within 14 days after date of invoice or net invoice amount within 30 days.
2. Invoices for repairs, assemblies, custom orders, tools, development costs, and models are payable immediately without any deductions. We reserve the right to request advance payment for special constructions and special projects. First deliveries will only be made against advance payment.
3. In case of exceeding the due date, interest will be charged at an annual rate of 9%, or 5% for consumers, above the base rate of the Deutsche Bundesbank. The manufacturer‘s right to claim a higher amount of damages remains unaffected by this.
4. Payments are made exclusively by bank transfer, direct debit, or other common electronic payment methods.
5. The Purchasing Party may only exercise the right to offset costs if there are legally recognized reasons for counterclaims or if these are undisputed. The right to refuse performance may only be asserted if the counterclaims are justified and arise from the same contractual relationship.
VI. Delivery Times
1. The delivery times quoted by the Manufacturer are non-binding and subject to the clarification of all technical issues, unless otherwise agreed in writing. An agreed delivery time commences once the order confirmation has been sent, but not before the Purchasing Party has fulfilled all obligations, particularly the payment of any agreed advance payments.
2. The delivery time is regarded as being adhered to when the article of sale has left the Manufacturer’s plant before the delivery time has elapsed.
3. The delivery time may be reasonably extended in the event of unforeseen circumstances, regardless of whether they occur at the Manufacturer‘s premises or at one of his suppliers, such as unforeseen disruptions in operations, legally recognized strikes, lock-outs, delays in self-supply despite proper and timely ordering, or any other events outside the Manufacturer‘s control. The Manufacturer is, however, obligated to inform the Purchasing Party in writing of the commencement and conclusion of such events as soon as possible.
4. Should the Manufacturer fail to meet the delivery deadline and the Purchasing Party can demonstrate that this has caused damage, the Manufacturer is liable to pay a fixed delay compensation. This compensation amounts to 0.5% for each completed week of delay, but is limited to a maximum of 15% of the value of the part of the total delivery that could not be used in time due to the delay. The same applies if the delay results in a loss of interest or if the delay causes a commercial fixed transaction as per § 376 of the German Commercial Code (HGB) to be impossible. In any case, the liability for damages is limited to the foreseeable and typically occurring damage. The Purchasing Party is entitled to further claims only in cases of intentional or grossly negligent delays on the part of the Manufacturer.
5. Should the Purchasing Party set the Manufacturer an equitable period of grace after the latter has failed to deliver on time, with a threat of refusal to accept delivery, the Purchasing Party is entitled to withdraw from the contract if the grace period expires for reasons attributable to the Manufacturer. The Purchasing Party is only entitled to claim damages for non-performance within the scope of the foreseeable, typical damages that may occur, unless the cause of the damage is due to wilful intent or gross negligence on the part of the Manufacturer.
VII. Custom Orders and Exclusion of the Right of Withdrawal
1. General Regulation for Custom Orders
Custom orders, which are manufactured according to the specifications of the Purchasing Party, are generally excluded from the right of withdrawal, exchange, and return. The Purchasing Party confirms with their order that they are aware of the custom nature of the product and that it deviates from the general return and exchange policies.
2. Definition of Custom Orders
Custom orders refer to products that are manufactured or modified according to individual customer requirements, such as special sizes, shapes, surfaces, or other specifications provided by the buyer.
3. Legal Basis for Exclusion
The exclusion of the right of withdrawal is based on the provisions of Section 312g, Paragraph 2, No. 1 of the German Civil Code (BGB), according to which the right of withdrawal does not apply to contracts for the delivery of goods that are not pre-manufactured and for which the Purchasing Party has made individual selections or specifications, or which are clearly tailored to the Purchasing Party‘s personal needs.
4. Order and Production Process
The customer shall receive an order confirmation with all relevant specifications before the start of production. The customer is obliged to check these. Changes after order confirmation are only possible to a limited extent and may be subject to an additional charge.
5. Right of Withdrawal and Return for Custom Orders
The right to withdraw from the contract for custom orders is generally excluded, unless the goods have defects for which the Manufacturer is responsible. Regardless of the exclusion of the right of withdrawal, statutory warranty claims for defects in the delivered goods remain unaffected.
6. Liability Exclusion for Customer Specifications
The Manufacturer accepts no liability for errors arising from unclear, incorrect, or incomplete customer specifications. The customer is responsible for ensuring the accuracy of the information provided, particularly with regard to measurements, designs, and other individual specifications. The customer is explicitly informed that there is no right of withdrawal, and neither exchanges nor returns are permitted.
VIII. Transfer of risk – Acceptance of Delivery
1. The services provided by the Manufacturer are to be accepted upon completion, including in the case of deliverable partial performances.
2. Upon acceptance, the risk transfers to the Purchasing Party. If the Purchasing Party defaults on acceptance, the risk transfers at the time the default occurs. The same applies if the provision of services is interrupted for reasons attributable to the Purchasing Party, and the Manufacturer has, by mutual agreement, handed over the services provided up until that point to the Purchasing Party’s custody.
3. Shipment is effected at the risk of the Purchasing Party, even under freight paid conditions. The Manufacturer is only liable for damage during delivery, if shipment is expressly effected at the Manufacturer’s risk. Goods can only be insured against breakage at the request and at the cost of the Purchasing Party. A possible credit note covering the damage can only be issued if the Manufacturer has confirmation of coverage from the insurance company. The Manufacturer is not expected to assume any other obligations. Unless expressly agreed otherwise, shipments are not insured.
4. The goods delivered by the Manufacturer shall also be accepted by the purchasing partner in the case of minor defects.
5. If the Purchaser falls into default of acceptance or fails to fulfill his cooperation obligations, he shall bear the costs arising from storage, amounting to 0.5% of the invoice amount per month, starting two weeks after notification of readiness for shipment, unless he can prove to the Manufacturer that no damage or only a significantly lower amount of damage has occurred. Further claims, particularly under §§ 373 et seq. of the German Commercial Code (HGB) in the case of a bilateral commercial transaction, remain unaffected. The Manufacturer is also entitled to dispose of the goods otherwise or to carry out an emergency or self-help sale after setting a reasonable grace period and its unsuccessful expiration.
IX. Reservation of Property Rights
1. All items to be delivered remain the property of the Manufacturer until the settlement of the claims owed to the Manufacturer under the contract.
2. Subject to the provisions in section 4, for the duration of the retention of title, the Purchasing Party is not entitled to sell, give away, pledge, or transfer the delivered goods as collateral.
3. In the case of seizure or attachment by third parties of the goods in reserve, the Manufacturer must be informed immediately in writing so that he can take legal action as per § 771 of the German Code of Civil Procedure. Should the third party not be in a position to reimburse the costs incurred in and out of court related to legal action as per § 771 of the German Code of Civil Procedure, the Purchasing Party shall be liable for the resulting damages.
4. If the delivery is for the purpose of resale in a business operated by the Purchasing Party, the Purchasing Party agrees to retain title to the goods when reselling to its customers. The Purchasing Party hereby assigns the rights and claims arising from this retention of title to the Manufacturer, who accepts them, regardless of whether the goods have been resold with or without subsequent processing.
5. In the case of delayed payment of the Purchasing Party, the Manufacturer is entitled to take back all delivered items. The return of the goods does not constitute a withdrawal from the contract, unless explicitly stated in writing. After the return of the purchased items, the Manufacturer is entitled to their disposal, and the proceeds from the disposal shall be credited against the liabilities of the Purchasing Party, less reasonable disposal costs.
6. The Purchasing Party is obligated to take care when handling the purchased items. In particular, he/she is obligated to insure them adequately at replacement value against damage from fire, water, and theft. Should maintenance and inspection work be necessary, the Purchasing Party is required to have this performed at their own expense and in a timely manner.
7. Should the purchased items be processed together with other items not belonging to the Manufacturer before full payment has been affected, the Manufacturer shall acquire joint ownership of the new item(s) in relation to the value of the purchased item(s) (final invoice amount, including VAT) to the other item(s) that have been processed at the point in time when processing is undertaken. The same applies to the goods/items resulting from processing as for the purchased item(s) delivered under reserve.
8. Should the purchased item(s) be inseparably mixed with other items not belonging to the Manufacturer before full payment has been affected, the Manufacturer shall acquire joint ownership of the new item(s) in relation to the value of the purchased item(s) (final invoice amount, including VAT) to the additional items at the point in time when all the items are put inseparably together.
9. The Purchasing Party shall also assign any claims to secure the Manufacturer’s claims against them arising from the combination of the purchased goods with real estate against a third party.
10. When required by the Purchasing Party, the Manufacturer is obligated to release the collaterals to the extent that the realizable value of the collaterals exceeds the receivables by more than 10%; it rests with the Manufacturer to decide which collaterals are to be released.
X. Liability
1. Claims relating to apparent defects are not recognized after delivery and acceptance of the goods.
2. The Purchasing Party is obligated to examine the accepted item(s) immediately for possible defects and, if a defect is found, to notify the manufacturer in written form without delay. If the customer fails to notify the Manufacturer, the goods are deemed to have been approved, unless there is a defect that could not be identified during the examination. If such a defect appears later, the written notification must be made immediately after the discovery, otherwise the goods are considered to be approved even with regard to this defect.
3. Defects shall be communicated to the Manufacturer immediately in written form, whereby the Manufacturer is obligated to rectify the defect or replace the defect items or parts. The Manufacturer reserves the right to reduce the price if the repair fails or to withdraw from the contract at his choice.
4. If the goods are delivered to a place or town other than the place of business of the Manufacturer, the Purchasing Party shall bear all costs related to rectifying the defect or replacement of the defect items or parts.
5. Marginal deviations in dimensions and designs, especially in the case of repeat orders or subsequent requests for modification on the part of the Purchasing Party, which do not affect the usability of the products, shall be considered to be pursuant to the contract.
6. Any other claims for damages, contractual penalties or loss of profit shall remain unrecognized, unless they can be proven to be based on the deliberate or grossly negligent breach of contract on the part of the contractor or any one of his assistants or agents.
7. The above-mentioned liability limitations apply in the case of infringement of pre-contractual, contractual and post-contractual obligations, i.e. primary and secondary obligations, unless they conflict with any compulsory statutory provisions.
8. Any claims against the Manufacturer, regardless of the legal basis, shall expire after six months, unless Section 11 provides otherwise.
9. The Manufacturer is not liable for material defects in goods he receives from third parties and forwards unchanged to the Purchasing Party. He is entitled to withdraw from the contract if, despite having previously concluded a corresponding purchasing agreement, he does not receive the goods. Liability for intentional acts or gross negligence remains unaffected. The Manufacturer shall promptly inform the Purchasing Party about the non-availability of the goods; any consideration received will be refunded without delay.
10. No responsibility is accepted for damage resulting from inappropriate or improper application, faulty or defective installation or operation on the part of the Purchasing Party, or third parties working for or in the installation of the Purchasing Party or third parties, or resulting from normal wear and tear, defective or careless treatment, inappropriate operating resources, substitute materials, defective construction work, inappropriate support medium, or the effect of chemical, electrochemical or electrical substances or equipment, unless they can be proven to be the result of deliberate or gross negligent actions on the part of the Manufacturer. In the case of electric equipment: the regulations laid down by the association of German electrical engineers apply.
11. For new products supplied by the Manufacturer a statutory warranty period of two years applies. The warranty begins on the date the products are dispatched ex works in Cologne.
12. In the case of the data provided on the average lifespan of light sources, these are mean values. There is no guarantee that a light source will achieve at least this lifespan.
XI. Rights of Use, Rights of Third Parties
1. By placing an order, the Purchasing Party guarantees that they, or their client (if the Purchasing Party is the contractor), hold the rights to use any image files and materials, particularly photographs, provided to the Manufacturer for processing. The Purchasing Party is responsible for ensuring that the Manufacturer’s processing of the provided image files and materials complies with applicable laws, including copyright and trademark laws, and does not infringe upon the rights of third parties.
2. The Purchasing Party shall indemnify the Manufacturer against all claims of third parties, which are filed against the Manufacturer due to the infringement of their rights in relation to the image files and graphic material used, in particular due to the infringement of copyright or trademark rights. The Purchasing Party also undertakes to pay the Manufacturer for any damages incurred.
3. Refusal of Orders
The Manufacturer reserves the right to refuse orders that contradict applicable laws or accepted moral standards, even after they have been placed, on a case-by-case basis.
4. Copyright and Prohibition of Exploitation
The content and images on the Manufacturer’s website are protected by German copyright law. Any reproduction, modification, distribution, or other forms of use require the prior written consent of the Manufacturer. Downloads and copies of the website’s content are prohibited. This specifically applies to all photos on the Manufacturer’s website. The Manufacturer has made every effort to respect third-party rights in the creation of the website. However, if any infringements come to light, such content will be promptly removed from the Manufacturer’s website.
XII. Other Liabilities
1. The warranty disclaimers listed in section VIII also apply for all other claims made by the Purchasing Party against the Manufacturer – irrespective of legal basis.
2. Where the Manufacturer’s liability is excluded or limited as outlined above, this also applies to any claims made by the Purchasing Party against our employees, staff, agents, assistants, or representatives.
XIII. Place of Jurisdiction
1. Place of Fulfilment
The place of fulfilment for all obligations arising from the contractual relationship is the Manufacturer’s business location. Should a different place of fulfilment be agreed upon, the Purchasing Party shall bear any associated costs.
2. Governing Law
The relationship between the contracting parties is governed exclusively by the applicable law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the laws concerning the conclusion of international sales contracts for movable goods are excluded.
XIV. Assignment
All claims lodged against the Manufacturer are not transferrable without the written consent of the Manufacturer and may be exercised by the Purchasing Party only.
XV. Severability clause
If any clause or part of this agreement shall for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgement shall be limited and confined in its operation to the clause involved in the controversy.