AGB

General Sales Conditions of

Konrad Weinhuber Design GmbH, Munich

in the version of 01.10.2025

1. Scope, Form

1.1 These General Sales Conditions (hereinafter: "GSC") apply to all contracts concluded for goods offered for sale by us between us, the

Konrad Weinhuber Design GmbH

Lilienthalallee 7

80807 Munich

and you as our customer (hereinafter also: "Buyer"). Our offer of goods and these GSC are exclusively directed at entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law, not at consumers.

1.2 All agreements made between you and us in connection with the purchase contract arise in particular from these General Terms and Conditions of Sale, our written order confirmation, and our declaration of acceptance.

1.3 The GTC apply in particular to contracts for the sale and/or delivery of movable goods (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC apply in the version valid at the time of the buyer's order or, in any case, in the version last communicated to him in text form as a framework agreement also for similar future contracts, without us having to refer to them again in each individual case.

1.4 Our GTC apply exclusively. Deviating, opposing, or supplementary General Terms and Conditions of the buyer will only become part of the contract to the extent that we have expressly agreed to their validity. This requirement for consent applies in every case, for example, even if the buyer refers to his GTC in the context of the order and we do not expressly object.

1.5 Individual agreements (e.g., framework supply contracts, quality assurance agreements) and information in our order confirmation take precedence over the GTC. Trade clauses are to be interpreted in case of doubt according to the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of contract conclusion.

1.6 Legally significant declarations and notifications from the buyer regarding the contract (e.g. setting deadlines, reporting defects, withdrawal or reduction) must be made in writing. Written form in the sense of these GTC includes written and text form (e.g. letter, email, fax). Legal formal requirements and further evidence, especially in case of doubts about the legitimacy of the declarant, remain unaffected.

1.7 References to the applicability of legal provisions have only a clarifying significance. Even without such clarification, the legal provisions apply, as far as they are not directly amended or expressly excluded in these GTC.

2. Conclusion of Contract

2.1 Our offers are non-binding and subject to change. This also applies if we have provided the buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, estimates, references to DIN standards), other product descriptions or documents – even in electronic form – for which we reserve ownership and copyright rights.

2.2 The order of the goods by the buyer is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt by us.

2.3 We will confirm the receipt of your order placed through our dealer portal immediately by email. Such an email does not constitute a binding acceptance of the order unless it also states the acceptance along with the confirmation of receipt.

2.4 A contract is only concluded when we accept your order through a declaration of acceptance or by delivering the ordered items.

2.5 We can only consider orders for deliveries abroad from a minimum order value.

3. Delivery conditions and reservation of advance payment

3.1 We are entitled to partial deliveries. 

3.2 The delivery period is individually agreed upon or specified by us upon acceptance of the order. If this is not the case, the delivery period is approximately 10-14 working days from the conclusion of the contract.

3.3 If we cannot meet binding delivery deadlines for reasons beyond our control (unavailability of the service), we will inform the buyer immediately and simultaneously communicate the expected new delivery period. If the service is also unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the buyer will be refunded immediately. Unavailability of the service occurs, for example, in the case of untimely self-supply by our supplier, if we have concluded a congruent covering transaction, in the event of other disruptions in the supply chain due to force majeure, or if we are not obligated to procure in individual cases.

3.4 The occurrence of our delivery delay is determined by the statutory provisions. In any case, a written (text form is sufficient) reminder from the buyer is required. If we fall into delivery delay, the buyer can demand a flat-rate compensation for his delay damages. The damage flat rate amounts to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total, it is a maximum of 5% of the delivery value of the late delivered goods. We reserve the right to prove that the buyer has incurred no damage or only a significantly lower damage than the aforementioned flat rate.

3.5 The rights of the buyer according to Section 8 of these GTC and our statutory rights, especially in the case of an exclusion of the performance obligation (e.g., due to impossibility or unreasonable performance and/or subsequent fulfillment), remain unaffected.

4. Delivery, transfer of risk, acceptance, delay in acceptance

4.1 Delivery is made ex warehouse, which is also the place of performance for the delivery and any subsequent fulfillment. At the request and expense of the buyer, the goods will be shipped to another destination (shipping purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular, the transport company, shipping route, packaging) ourselves.

4.2 The risk of accidental loss and accidental deterioration of the goods passes to the buyer at the latest upon delivery. However, in the case of a sale by dispatch, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, already passes upon delivery of the goods to the carrier, the freight forwarder, or any other person or institution designated for the execution of the dispatch. If an acceptance is agreed upon, this is decisive for the transfer of risk. Furthermore, the statutory provisions of contract law apply accordingly to an agreed acceptance. It is equivalent to delivery or acceptance if the buyer is in default of acceptance.

4.3 If the buyer is in default of acceptance, fails to perform a cooperative action, or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g., storage costs). For this, we charge a flat-rate compensation of 35 EUR per calendar day, starting from the delivery deadline or – in the absence of a delivery deadline – from the notification of the readiness for dispatch of the goods. The proof of higher damage and our statutory claims (in particular, compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate is to be credited against further monetary claims. The buyer is permitted to prove that we have incurred no damage or only a significantly lower damage than the aforementioned flat rate.

5. Prices and Payment Terms

5.1 Unless otherwise agreed in individual cases, our current prices at the time of the conclusion of the contract (according to the price list or price information in the partner portal) apply, ex warehouse, plus statutory value-added tax.

5.2 In the case of a shipment purchase (Section 4.1), the buyer bears the transportation costs from the warehouse and the costs of any transportation insurance requested by the buyer. Unless we charge the actual transportation costs incurred in the individual case or agree otherwise, a flat rate for transportation costs (excluding transportation insurance) of 35 EUR is deemed agreed. Any customs duties, fees, taxes, and other public charges are to be borne by the buyer.

5.3 The purchase price is due and - unless expressly agreed otherwise - to be paid within 30 days from the invoice date and delivery or acceptance of the goods. However, we are entitled, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment at any time. We will declare a corresponding reservation at the latest with the order confirmation.

5.4 Upon expiration of the above payment deadline, the buyer is in default. The purchase price is to be interest-bearing during the default period at the applicable statutory default interest rate. We reserve the right to assert further default damages. Our claim for commercial default interest (§ 353 HGB) remains unaffected in relation to merchants.

5.5 The buyer has the right to offset or withhold only to the extent that his claim is legally established or undisputed. In the case of defects in the delivery, the buyer's counter-rights remain unaffected, particularly according to Section 7.6 of these GTC.

5.6 If it becomes apparent after the conclusion of the contract (e.g., through an application for the opening of insolvency proceedings) that our claim for the purchase price is jeopardized by the buyer's lack of performance capability, we are entitled to refuse performance according to the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract. In contracts for the manufacture of non-fungible goods (custom-made items), we can declare the withdrawal immediately; the statutory regulations regarding the dispensability of setting a deadline remain unaffected.

10. Eigentumsvorbehalt

6.1 Until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims), we retain ownership of the sold goods.

6.2 The goods subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims. The buyer must notify us in writing without delay if an application for the opening of insolvency proceedings is filed or if third-party access (e.g., seizures) to the goods belonging to us occurs.

6.3 In the event of a breach of contract by the buyer, particularly in the case of non-payment of the due purchase price, we are entitled to withdraw from the contract according to the statutory provisions and/or demand the goods based on the retention of title. The demand for return does not simultaneously include the declaration of withdrawal; rather, we are entitled to demand only the goods and reserve the right to withdraw. If the buyer does not pay the due purchase price, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if such a deadline setting is dispensable according to the statutory provisions.

6.4 The buyer is authorized, until revoked according to below (c), to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply additionally.

(a) The retention of title extends to the products resulting from the processing, mixing, or combination of our goods at their full value, whereby we are considered the manufacturer. If, in the case of processing, mixing, or combining with third-party goods, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.

(b) The claims arising from the resale of the goods or the product against third parties are hereby assigned by the buyer to us in full or to the extent of our possible co-ownership share according to the preceding paragraph as security. We accept the assignment. The obligations of the buyer mentioned in section 6.2 also apply with respect to the assigned claims.

(c) The buyer remains authorized to collect the claim alongside us. We commit to not collecting the claim as long as the buyer fulfills their payment obligations to us, there is no defect in their ability to perform, and we do not assert the retention of title by exercising a right according to clause 6.3. However, if this is the case, we can demand that the buyer informs us of the assigned claims and their debtors, provides all necessary information for collection, hands over the relevant documents, and notifies the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the buyer's authority to further sell and process the goods subject to retention of title.

(d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the request of the buyer.

7. Claims for defects of the buyer

7.1 The rights of the buyer in the event of material and legal defects (including incorrect and short delivery as well as improper assembly/installation or defective instructions) are governed by the statutory provisions, unless otherwise specified below. In all cases, the statutory provisions regarding consumer goods purchases (§§ 474 ff. BGB) and the rights of the buyer from separately issued guarantees, particularly from the manufacturer, remain unaffected.

7.2 The basis of our liability for defects is primarily the agreement made regarding the quality and the intended use of the goods (including accessories and instructions). All product descriptions and manufacturer specifications that are the subject of the individual contract or were publicly disclosed by us (especially in catalogs or on our website) at the time of the conclusion of the contract are considered quality agreements in this sense. If the quality has not been agreed upon, it is to be assessed according to the statutory provisions whether a defect exists or not (§ 434 Abs. 3 BGB). Public statements by the manufacturer or on their behalf, especially in advertising or on the label of the goods, take precedence over statements by other third parties.

7.3 For goods with digital elements or other digital content, we are only obligated to provide and, if necessary, update the digital content to the extent that this is expressly derived from a quality agreement according to section 7.2. We do not assume any liability for public statements made by the manufacturer and other third parties in this regard.

7.4 We are generally not liable for defects that the buyer is aware of or grossly negligent in not being aware of at the time of contract conclusion (§ 442 BGB). Furthermore, the buyer's claims for defects require that he has fulfilled his statutory inspection and notification obligations (§§ 377, 381 HGB). For building materials and other goods intended for installation or further processing, an inspection must take place immediately before processing in any case. If a defect becomes apparent upon delivery, inspection, or at any later time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 4 working days from delivery, and defects that are not recognizable during inspection must be reported in writing within the same period from discovery. If the buyer fails to conduct the proper inspection and/or defect notification, our liability for the defect that was not reported or not reported in a timely or proper manner is excluded according to statutory provisions. This also applies to goods intended for installation, attachment, or installation, even if the defect only became apparent after the corresponding processing due to a violation of one of these obligations; in this case, the buyer has no claims for reimbursement of corresponding costs (removal and installation costs).

7.5 If the delivered item is defective, we can initially choose whether to fulfill our obligation by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). If the type of subsequent fulfillment we choose is unreasonable for the buyer in the individual case, he can refuse it. Our right to refuse subsequent fulfillment under the statutory conditions remains unaffected.

7.6 We are entitled to make the owed subsequent performance dependent on the buyer paying the due purchase price. However, the buyer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.

7.7 The buyer must provide us with the time and opportunity necessary for the owed subsequent performance, in particular to hand over the disputed goods for inspection purposes. In the case of a replacement delivery, the buyer must return the defective item to us at our request in accordance with the statutory provisions; however, the buyer does not have a right to return. The subsequent performance does not include the removal, disposal, or deinstallation of the defective item, nor the installation, attachment, or installation of a defect-free item, if we were not originally obligated to perform these services; claims of the buyer for reimbursement of corresponding costs (removal and installation costs) remain unaffected.

7.8 The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs as well as any removal and installation costs, will be borne or reimbursed by us in accordance with the statutory provisions and these GTC, if a defect actually exists. Otherwise, we can demand reimbursement from the buyer for the costs incurred from the unjustified demand for defect removal if the buyer knew or should have recognized that no defect actually exists.

7.9 In urgent cases, e.g. in the event of endangering operational safety or to prevent disproportionate damages, the buyer has the right to remedy the defect themselves and to demand reimbursement from us for the objectively necessary expenses incurred. We must be notified immediately, if possible beforehand, of such self-remedy. The right to self-remedy does not exist if we would be entitled to refuse corresponding subsequent performance under the statutory provisions.

7.10 If a reasonable deadline set by the buyer for subsequent performance has expired without success or is unnecessary under the statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price according to the statutory provisions. However, there is no right of withdrawal for a minor defect.

7.11 Claims of the buyer for reimbursement of expenses according to.

§ 445a para. 1 BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 para. 5, 327u BGB). Claims of the buyer for damages or reimbursement of futile expenses (§ 284 BGB) also exist in the case of defects in the goods only in accordance with the following sections 8 and 9.

8. Other Liability

8.1 As far as nothing else arises from these GTC including the following provisions, we are liable for a violation of contractual and non-contractual obligations according to the statutory provisions.

8.2 We are liable for damages – regardless of the legal basis – within the framework of liability for fault in cases of intent and gross negligence. In cases of simple negligence, we are liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), only

a) for damages resulting from injury to life, body, or health,

b) for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on which the contractual partner regularly relies and may rely);

in this case, however, our liability is limited to the compensation for the foreseeable, typically occurring damage.

8.3 The liability limitations resulting from clause 8.2 also apply to third parties as well as in cases of breaches of duty by persons (also for their benefit) whose fault we are liable for under statutory provisions. They do not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the buyer under the Product Liability Act.

8.4 Due to a breach of duty that does not consist of a defect, the buyer can only withdraw or terminate if we are liable for the breach of duty. A free right of termination for the buyer (especially according to §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.

9. Limitation Period

9.1 Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. If an acceptance is agreed upon, the limitation period begins with the acceptance.

9.2 The above statutes of limitations of the law of sale also apply to contractual and non-contractual claims for damages of the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages of the buyer according to section 8.2 as well as under the Product Liability Act expire exclusively according to the statutory limitation periods.

10. Choice of Law and Jurisdiction

10.1 The law of the Federal Republic of Germany applies to these GTC and the contractual relationship between us and the buyer, excluding international uniform law, in particular the UN Sales Convention.

10.2 If the buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – including international – jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our place of business in Munich. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, we are also entitled in all cases to file a lawsuit at the place of performance of the delivery obligation according to these GTC or a priority individual agreement or at the general jurisdiction of the buyer. Priority statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.