General Terms and Conditions of Sale (B2B)

NIMORI Franke & Thürnagel GbR – as of March 2025

These General Terms and Conditions of Sale (hereinafter "GTC") apply exclusively to contracts between NIMORI Franke & Thürnagel GbR , Prälat-Wellenhofer-Str. 21, 81377 Munich (hereinafter "Seller"), and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.

1. Scope

1.1 These General Terms and Conditions apply to all current and future business relationships with entrepreneurs. We do not recognize any terms and conditions of the buyer that conflict with or deviate from our General Terms and Conditions unless we have expressly agreed to their validity in writing.

1.2 These General Terms and Conditions shall also apply if we carry out the delivery without reservation despite being aware of conflicting or deviating terms and conditions of the Buyer.

1.3 Individual agreements take precedence over these Terms and Conditions. The current version of these Terms and Conditions also applies to future contracts of the same type.

2. Conclusion of contract

2.1 Our offers are subject to change without notice. The contract is only concluded upon written order confirmation or delivery of the goods.

2.2 Technical changes as well as changes in shape, colour and/or weight remain reserved within reasonable limits.

2.3 The buyer is bound to his order for 14 days.

3. Prices and payment terms

3.1 All prices are net in euros ex warehouse plus statutory VAT and shipping costs.

3.2 Unless otherwise agreed, the purchase price is due within 14 days of the invoice date without deduction.

3.3 In the event of late payment, we will charge default interest at the statutory rate pursuant to Section 288, Paragraph 2 of the German Civil Code (BGB), as well as reminder fees. We reserve the right to claim higher damages.

3.4 Payments are only deemed to have been made when we have access to the amount. Bills of exchange and checks are accepted only as conditional payment.

4. Delivery, shipping, transfer of risk

4.1 Delivery dates are only binding if they have been expressly confirmed as such in writing.

4.2 Delivery shall be ex warehouse at the Buyer's risk and expense. Risk shall pass upon handover to the freight forwarder, carrier, or other shipping agent.

4.3 Partial deliveries are permitted as long as they are reasonable for the Buyer.

5. Retention of title

5.1 The delivered goods remain the property of the seller until all claims arising from the business relationship have been paid in full.

5.2 The buyer is entitled to resell the reserved goods in the ordinary course of business. Pledging or transferring ownership as security is prohibited.

5.3 The buyer hereby assigns to us any claims arising from the resale in the amount of the invoice amount.

6. Warranty

6.1 Defects must be reported in writing by the buyer immediately, but no later than 7 days after receipt of the goods. Hidden defects must be reported immediately upon discovery.

6.2 In the event of a justified complaint, we will, at our discretion, repair or replace the goods. If subsequent performance fails, the buyer is entitled to a reduction in price or withdrawal from the contract.

6.3 Warranty claims shall expire 12 months from the transfer of risk.

7. Liability

7.1 We shall be liable without limitation for damages resulting from injury to life, body or health as well as in the case of intentional or grossly negligent conduct.

7.2 In all other cases, our liability for slight negligence shall only be limited to breaches of essential contractual obligations and limited to foreseeable, contract-typical damages.

7.3 Liability under the Product Liability Act remains unaffected.

8. Place of performance, place of jurisdiction, applicable law

8.1 The place of performance for delivery and payment is Munich.

8.2 The exclusive place of jurisdiction is Munich, to the extent permitted by law.

8.3 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

NIMORI Franke & Thürnagel GbR
As of March 2025