Terms and Conditions of Spongeballs.de

The following conditions apply to all current and future sales and deliveries provided that there are no other written arrangements. The Customers’ trading conditions only apply if we agree to them in writing.

1. Our offers are without obligation. Contracts only go into effect by our order confirmation or delivery. Specifications, illustrations, drawings, weights and measures are guaranteed only if they are confirmed in writing. This requirement of the written form can only be superseded by written agreement. We reserve the right to change designs at any time. Information given in brochures or operating instructions is not guaranteed. Customers are responsible for checking our products’ usability.
2. We reserve proprietary, exploitation and copyrights to all our cost estimates, drawings and other documents (from this point on called “documents“) without restrictions. These documents must not be made available to any third party without our prior permission, and are to be returned to us immediately upon request if an order is not placed. Clauses 1 and 2 apply correspondingly to the customers’ documents; they may, however, be made available to those third parties to whom we have permissibly assigned deliveries.
3. Delivery time begins when an order is confirmed, but not before all details about the order’s execution are clarified, and all documents and permits to be provided by the customers as well as any advance payments agreed upon are received. Adherence to the delivery term means that the products are available at the works or that the customers have been informed about the products’ readiness to be dispatched by the time of the deadline.
4. We are entitled to partial deliveries.
5. Any changes proposed by customers as well as any unforeseen events over which we have no control, e. g. especially force majeure, strike, lockouts, breakdowns, problems with procurement of materials or energy, delays during transport, any actions taken by the authorities, supply problems etc. will extend the delivery time appropriately. We reserve the right to withdraw from any contract in case such a hindrance turns out to be permanent.
   If it is unreasonable to expect the customers to take a delivery because of the delay, they may withdraw from the contract by means of an immediate written statement to be given to us. This does not apply to custom-made products or modified standard products specifically requested by customers. In such cases, compensation for damages is excluded. This does not apply to cases of mandatory liability due to intent or wilful negligence, or in cases of bodily harm, personal injury or death.
6. In cases of delay in delivery or compensation due to lack of service, our legal liability in cases of slight negligence by our statutory agents or vicarious agents shall be limited to half the damage suffered by the customers.
7. For dispatch, we choose the safest and most economical option according to our own judgment. The customers are responsible for any risks and costs ex works. If the delivery is delayed due to circumstances for which the customers are responsible:
   
   - The customers accept responsibility for all risks as soon as they are informed about the products’ readiness to be dispatched.
   - We will store the products at the customers’ expense; if we store them at works, we will charge a minimum of 0.5% of the stored delivery’s total amount per month.
   - We reserve the right to withdraw from the contract after setting an appropriate extension of the time limit and its passing to no avail, or to demand compensation for non-fulfilment.
   - The customers are especially responsible for costs and risks resulting from them not following instructions incumbent upon them or not completing the necessary formalities on time.
8. The price does not include packaging, costs of freight etc. and the applicable value added tax. Should we increase or reduce all of our prices during the period between the signing of a contract and delivery of the products the price current on the day of delivery applies.
9. Only those parts of any payments which are freely at our disposal through our bank are regarded as valid. We take only cheques and bills of exchange as payment; discounts and expenses are at the customers’ cost. If payment is delayed we charge interest on arrears at 8 percentage points above the European Central Bank’s base rate as of due-date without legal notice. If the customers’ wealth is significantly reduced so our claim is endangered, especially if there are any relevant insolvency proceedings, we can choose to withdraw from any unfulfilled parts of the contract or demand step by step sureties or advance payments for any partial deliveries. Customers can only charge up those counterclaims that are uncontested or recognized by declaratory judgment against our claims. They are not entitled to withhold or reduce payment of due balances in case of disputed objection.
10. All products delivered remain our property until the customer has satisfied all claims resulting from our business connexion and honoured all accepted bills of exchange. Processing and handling of the products take place for us as manufacturers without any obligations. When processing and combining products with others we acquire joined ownership of the new products in the same proportion as that of the reserved property’s invoice value proportional to the value of the other materials. The customers can sell the reserved property only through normal business dealings, and may neither pledge nor assign it to somebody as security; they have to inform us immediately about any third parties having access. They have to insure the reserved property against loss and damage at our request at their own expense; they hereby assign their own claims resulting from the insurance contracts to us in advance. The customers assign their claims from resale of the reserved property to the extent of our stake in ownership of the sold products to us in advance for security purposes. The customers have the right to collect their claims as long as they meet their financial obligations to us. If our claims seem to be in danger of not being satisfied the customers must make withdrawal of the reserved property possible for us on request, inform their customers about the claims’ assignments, and give all necessary information and documents to us. We reserve the right to disclose the assignment to their customers. Withdrawal of the reserved property does not mean withdrawing from the contract. If the securities’ value is more than 20% higher than our claims, we will in this respect release securities of our choice if the customers demand it. Proprietary and copyrights to our drawings and other documents remain with us under all circumstances. Third parties must not be allowed access to them.
11. Should any defects be found on any delivered products we are to be notified in writing within 8 days after delivery, in case of hidden defects immediately after discovery, but 12 months after the products have been received at the latest. If this time limit is exceeded the products are considered approved. This also applies correspondingly if the delivered products are handled or processed improperly. Figures, weights and measures in our lists, offers and order confirmations are only approximate values. We do not guarantee their correctness. Claims arising from material deficiencies become time-barred 12 months after the products have been received. This does not apply if the law according to §§ 438 art. 1 no. 2 (buildings and related things) and 634a art. 1 no. 2 (defects or deficiencies in construction) BGB (Bürgerliches Gesetzbuch/German Civil Code) stipulates longer periods, or in cases of bodily harm, personal injury or death as well as intentional or wilfully negligent breach of duty. The statutory limitation in case of a delivery recourse according to §§ 478, 479 BGB remains unaffected. In case of legitimate complaints we will choose whether to repair or replace the products. If this does not happen within a suitable period, or the replacement delivery has any faults, or if the repairs are ineffective twice the customers may return the products or demand a reduction of price.
12. 12.    The following regulations apply to assembly if there are no other written agreements:
    
    - If assembly and implementation are delayed due to circumstances for which we are not responsible the customers have to pay for the waiting period and the necessary additional trips of assembly personnel to an appropriate degree.
    - The customers have to inform us about the assembly personnel’s working hours once a week and as soon as the montage is completed and operation begins.
    - The customers have to inspect the delivery after assembly is completed within a period of two weeks if requested. If they fail to do so, the delivery is considered inspected. It is also considered inspected if the delivery is put into use.
13. Subject to the provisions of figure 5, damage claims of any kind against us are inadmissible for the rest in cases of slight negligence by us, our statutory agents or vicarious agents. This disclaimer of liability does not apply if the products lack guaranteed qualities or inherent covenants have been violated. The disclaimer also does not apply to cases of mandatory liability due to intent or wilful negligence, or in cases of bodily harm, personal injury or death. Compensation is limited to foreseeable damages characteristic of the contract. Claims resulting from the Product Liability Act are unaffected. If customers cancel an order without reason or do not fulfil the contract themselves we can claim 25% of the order total in damages. We reserve the right to the assertion of claims verifiably amounting to a higher sum. This is also subject to the customers proving that there are no damages or that they amount to a significantly lower sum than the lump sum.
14. We take back transport packaging at the customers’ expense if the customers do not waive our obligation to take it back.
15. Erkrath is the place of performance for delivery and payment. German law applies. The United Nations Convention on Contracts for the International Sale of Goods is inadmissible. Mettman is the place of jurisdiction over all disputes about the underlying contracts. Should any stipulation of these conditions of delivery be partially or entirely invalid all other stipulations remain valid.
    
    Haan GERMANY 2019