General terms and conditions

Below are the general terms and conditions of

DOLDterra Trading GmbH – Römerweg 3 – 78078 Niedereschach-Fischbach

  1. Scope of validity

The following conditions apply exclusively to all (also future) contracts between us and the customer. Any conflicting or deviating conditions of the customer shall not be recognised unless we have given our written consent to them in individual cases. Our general terms and conditions shall also be valid in the event that we render a service to the customer without reservation or objection in the knowledge that the customer's terms and conditions are contradictory to or deviate from these general terms and conditions or that the customer's own provisions are consistent with our own.

  1. Contract conclusion

The service we offer is subject to change, unless otherwise stated. Orders from customers may be accepted or rejected by us within a period of three weeks after receipt of the order. The customer shall waive receipt of our declaration of acceptance. If the order has not been placed in writing, we may ask the customer to confirm the order in writing.

  1. Rules for rental agreements
  2. Rental object
    We hereby reserve the right to provide another rental object which is comparable in terms of its function instead of the rental object specified in the rental agreement.
  3. Rental period
    1The rental period is calculated on a weekly basis in principle. The minimum rental period is one week. If no other rental commencement has been contractually agreed, the rental period shall begin with the handing over of the rental object to the customer. If the rental agreement is concluded for an indeterminate period of time, the customer may cancel the rental agreement in writing with a notice period of one week to the end of the seventh day following receipt of the notice of termination, if the rental period is exceptionally measured in days, with a notice period of three days to the end of the third day following receipt of the notice of termination.

2.2 The customer is obliged to allow the rental object to remain at the place of use for a period of time until the end of the third day following the end of the contract and to protect the rental object against theft, destruction and deterioration. The customer bears the risk of accidental loss and accidental deterioration of the rental object.

2.3 Should the customer fail to return the rental object on expiry of the rental period in good time, and in particular should they continue to use the rental object, this shall not extend the rental contract. § 545 of the German Civil Code is excluded.

  1. Rental cost
    Provided that nothing to the contrary has been contractually stipulated, the agreed rental cost shall be understood as net. The statutory value added tax shall be added to the invoice if required.

3.1. Incidental expenses
Incidental expenses for delivery and pick-up as well as set-up and dismantling shall be invoiced insofar as nothing to the contrary has been contractually stipulated.

3.2 Delayed payment and collection of panels
Should the customer be more than 30 days in delay of payment from the date of invoice (confirmed by the invoice date), we are authorised to collect our panels at any time. We are entitled in principle to withdraw from the rental contract/order or from the project processing should the customer be in delay of payment of our invoices or partial invoices and to dismantle or collect the panels provided on a rental basis at any time, including from ongoing projects. The customer is also responsible for the resulting damage and additional expenses.

  1. Warranty

4.1 The customer's claims on account of a defect in the rental object shall only be valid if and to the extent that we are responsible for the defect.

4.2 The customer is obliged to subject the rental object to a visual and, where possible, a functional test immediately after it has been handed over to check for defects and completeness as well as to report such defects and the absence of parts of the rental object immediately in writing. Should the customer fail to report a defect or the absence of parts of the rental object, then the rental object shall be considered approved unless the defect or the absence of parts of the rental object could not be detected. The customer must immediately notify us in writing of the defect or the absence of parts of the rental object in the event that a defect or the absence of parts of the rental object later becomes apparent, otherwise the rental object shall be deemed to have been approved. If we become aware that there is a defect or that parts of the rental object are missing, the rental object shall not be deemed to have been approved. Where the rental object is considered to have been approved, the customer shall not be relieved from the obligation to pay the full amount of the rental due to the defect or the absence of parts of the rental object, nor is the customer able to claim damages in accordance with § 536 a BGB (German Civil Code) or terminate the rental contract without notice.

4.3 Should a defect be found, we shall have the right, at our discretion, to replace or repair the rental object with a comparable one in view of the function of the rental object. The customer is entitled to terminate the rental contract in writing without notice if we fail to rectify a defect within a reasonable period or if we refuse to rectify the defect.

  1. Use of the rental object

5.1 Subject to the provisions of § 536 a para. 2 of the German Civil Code, the customer shall not be entitled to modify the rental object without our prior written consent, and in particular shall not be permitted to remove or conceal any affixed serial numbers, manufacturer's plates as well as other identification or test marks.

5.2 The customer must immediately notify us during the rental period about the destruction of the rental object, any deterioration that exceeds normal wear and tear and any accident in connection with the rental object. Should we refuse to consent to the transfer of use of the rental object or subletting of the rental object to a third party, the customer shall not be granted a right of termination due to such refusal.

5.3 The rental object must not be removed from the place of use. The customer must provide us, our representatives and insurers with access to the place of use and the rental object during normal working hours.

  1. Delivery and collection of the rental object/return of the rental object

6.1 If we have taken over responsibility for the delivery and collection of the rental object and/or its set-up and dismantling, the customer must ensure that the place where the rental object is to be used (place of use) can be approached and accessed by trucks with a permissible total weight of up to 40 tonnes and that the place of use is suitable for the set-up and use of the rental object. Insofar as it is necessary for delivery, collection, set-up and dismantling, the customer has to provide us with electricity, water and storage facilities at the place of use free of charge. In the event that the customer fails to comply with the aforementioned obligations and that delivery or set-up of the rental object cannot take place for this reason, we shall not be under any obligation to wait longer than a maximum of two hours at the place of use for the establishment of the aforementioned conditions. If delivery and/or set-up is not possible in such a case, the customer shall be obliged to assume the costs of further delivery and set-up attempts and has to pay the contractually agreed rent as compensation for each day by which the delivery of the rental object or its set-up is delayed. The customer retains the right to furnish proof that we have incurred no damage or substantially less damage. We shall not be prevented from asserting further damages.

6.2 The customer must surrender the rental object in a clean condition after expiry of the rental period or, if we have taken over the collection, make it available in a clean condition and freely accessible for collection or dismantling. We are not obliged to wait more than two hours for the establishment of readiness for dismantling or collection. The customer shall bear any additional costs incurred by a renewed attempt at dismantling or collection as well as any cleaning of the rental object carried out by us, if this is necessary. The lessee is obliged to pay the contractually agreed rental cost for one day as compensation for each day after expiry of the rental period during which the lessee does not surrender the rental object or makes it available for dismantling or collection. The customer retains the right to furnish proof that we have incurred no damage or substantially less damage. We shall not be prevented from asserting further damages.

  1. References
    We reserve the right to refer to our services as a reference for our company in advertising activities, citing the name of the customer and stating the type and scope of the service as well as publishing photographs of our services.
  2. Rules for purchase agreements
  3. Purchase price

1.1 If not otherwise stipulated in the contract, the purchase price is understood to be a net price, exclusive of packaging, delivery and set-up of the purchase object as well as statutory value added tax. The value added tax, if any, shall be stated separately in the invoice at the statutory rate valid on the date of invoicing.

1.2 The purchase price shall be due immediately after invoicing without deduction.

  1. Retention of title

2.1 The delivered goods shall remain our property until the customer has fully paid the purchase price.

2.2 The customer is authorised to resell the purchase object as part of the ordinary course of business; they hereby assign to us all claims in the amount of the final invoice amount (including value added tax) which arise from the resale, irrespective of whether the purchase object has been resold without or after processing.

2.3 The customer shall remain authorised to collect this claim even after the relinquishment. Our right to collect the claim ourselves remains unaffected. We shall undertake not to collect the claim provided the customer meets their payment obligations, is not in default of payment and, in particular, has not filed an application to open insolvency proceedings against their assets or has suspended payments. In the event that one of the aforementioned circumstances occurs, we are entitled to revoke the collection authorisation and demand that the customer announces the assigned claims and their debtors, provides all information required for collection, surrenders the relevant documents and informs the debtors (third parties) of the assignment.

2.4 The processing or transformation of the purchase object by the customer is always carried out for us. If the purchase object is processed with other objects that do not belong to us, we shall acquire co-ownership of the new object in the ratio of the value of the purchase object to the other processed objects at the time of processing. The regulations of § D 2.2 and 2.3 shall apply accordingly to the object resulting from the processing or transformation.

  1. Warranty

3.1 The prerequisite for warranty claims on the part of the customer due to a defect in the purchase object is that the customer has fulfilled their inspection and complaint obligations in accordance with §§ 377, 378 of the German Commercial Code.

3.2 In the case of a defect for which we are responsible, we shall be entitled to subsequent performance (rectification of the defect or delivery of a defect-free item). Should the subsequent performance be unsuccessful, the customer shall have the right to choose between a reasonable lowering ("reduction") of the purchase price or withdrawal from the contract.

3.3 The warranty period amounts to one year from the handover of the purchase object.

  1. Other general regulations
  2. Liability

1.1 Insofar as nothing to the contrary is stated hereafter, any further claims on the part of the customer – irrespective of the legal justification – shall be excluded. We are not liable for any damages that did not occur to the delivered goods themselves; in particular, we are not liable for lost profits or other financial losses of the customer.

1.2 If not contractually agreed otherwise, we are not obliged to advise the customer or make recommendations within the scope of the contractual relationship with the customer. Should we nevertheless issue advice or recommendations, we shall not be obliged to compensate for any damage resulting from following the advice or recommendation.

1.3 Any claims for compensation in the case of only slightly negligent breaches of duty are excluded. We shall be liable in accordance with the legal provisions if we negligently violate an essential contractual obligation or harm the customer's health, body or life. Our liability for damages shall be limited to the foreseeable, typically occurring damage.

1.4 There is no limitation of liability for intentional or grossly negligent breaches of duty and claims in accordance with the Product Liability Act.

1.5 To the extent that our liability for damages is excluded or limited, this shall also apply to our legal representatives, employees, staff, collaborators, delegated representatives and agents.

  1. Payment arrangements

2.1 If not otherwise agreed, the invoice amount shall be paid net (without deduction) within twenty-one days from the date of the invoice (proven by the invoice date). The customer is obliged to pay flat-rate damages amounting to 1% of the invoice amount including any value added tax, up to a maximum of 10% of this amount, for each week in which payment is delayed. The unconditional and/or unreserved acceptance of a payment does not constitute a renunciation of claims for damages.

2.2 Our employees and vicarious agents do not have the right to accept payments on our behalf unless they have written power of attorney. We shall not be obliged to accept cheques, bills of exchange or cash. Cheques and bills of exchange shall always be accepted on account of performance.

2.3 We reserve the right to have our services invoiced directly by our service partners.

Assembly and transport services are generally billed with the first partial invoice.

  1. Email

3.1 The customer hereby agrees to receive newsletters in the form of an email from us from time to time. The customer may unsubscribe from the newsletter at any time (by clicking on the "unsubscribe" link). We will never pass on email addresses to third parties.

  1. Factoring

4.1 The customer hereby agrees that ZGS shall assign its claims to a factoring company, which shall invoice the services rendered by ZGS directly to the customer.

  1. Offsetting/place of jurisdiction/applicable law

5.1 The customer is only entitled to offset against our claims or to assert a right of retention provided that the counterclaim is undisputed, disputed but ready for decision or has been legally established.

5.2 The place of jurisdiction is Düsseldorf. We are also entitled to lodge a complaint at the customer's place of business.

5.3 German law shall apply with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG)

5.4 If any of the regulations of our general terms and conditions should become ineffective and/or contravene applicable law, then this shall have no effect on the rest of the concluded contract. This shall remain valid, the ineffective regulation shall then be replaced by one that is closest to the will of the parties and/or the statutory regulation.

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