General Terms and Conditions
The deliveries, services and offerings of CAM Energy GmbH – hereinafter referred to as “Seller” – are provided exclusively on the basis of these Terms and Conditions. These are therefore valid in current and for all future business relationships, even if they are not expressly agreed again. These Terms and Conditions shall be deemed accepted at the latest upon receipt of the goods or services. Any terms and conditions of the customer – hereinafter referred to as “Buyer” – which are contrary to or deviate from the Terms and Conditions of the Seller are hereby rejected. They require the express written consent of the Seller to become part of the contract.
1. Offer, conclusion of contract, contract content
1.1 The offers/quotes of the Seller are subject to change and non-binding.
1.2 All orders require the written confirmation of the Seller to be legally effective. The text form does not replace the written form requirement; Section 126 III of the German Civil Code (BGB) is waived.
1.3 Dimensions, weights, content or quality specifications and other performance data are only binding if this has been expressly agreed in writing.
1.4 The agreements reached between the parties are fully recorded in writing upon conclusion of the contract. The Seller’s sales employees are not authorised to conclude verbal collateral agreements or give verbal assurances that go beyond the content of the written contract.
1.5 The Seller shall only and exclusively provide the deliveries and/or services expressly specified in its order confirmations.
2.1 The prices stated in the Seller’s order confirmation plus the respectively valid, statutory value added tax apply.
2.2 Deductions, especially discounts, require a written agreement.
3. Deliver and performance time
3.1 Delivery dates or periods are only binding for the Seller if they have been agreed in writing.
3.2 The delivery period shall commence on the date of dispatch of the Seller’s order confirmation, but not before any documents, permits, releases to be obtained by the Buyer have been provided and not before the Seller has received an agreed down payment.
3.3 Force majeure and other extraordinary circumstances or events for which the Seller is not responsible and which make delivery significantly more difficult or impossible for the Seller (these include in particular strikes, lawful lock-outs, official orders, etc.), even if they occur at the Seller’s suppliers or their sub-suppliers, release the Seller from its obligation to perform/delivery for the duration of their effects and, if they lead to the impossibility of performance, completely. Any agreed contractual penalty shall also not be deemed forfeited under these circumstances.
3.4 If the hindrance lasts longer than three months, each of the parties is entitled to withdraw from the contract with regard to the part not yet fulfilled. The Buyer’s right to withdraw from the contract requires a reasonable period of grace. If the delivery time is extended or if the Seller is released from its obligation, the Buyer cannot derive any claims for damages from this. The Seller can only refer to the mentioned circumstances if it informs the Buyer immediately.
3.5 If the Seller is in default due to simple negligence, its liability for damages caused by delay (damages in addition to performance) shall be limited to 5 % of the invoice value of the deliveries and services affected by the delay. This shall not apply in the event of culpable injury to body, life or health.
3.6 The Seller is entitled to partial deliveries and partial services, as far as these are reasonable for the Buyer.
3.7 Compliance with the delivery and performance obligations of the Seller is dependent upon the Buyer having fulfilled its obligations in a timely and proper manner.
4. Place of performance, receipt, acceptance and transfer of risk
4.1. The place of performance for deliveries and services of the Seller is the Seller’s warehouse in Essen/Oldenburg. The risk shall pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transport or has left the Seller’s warehouse in Essen/Oldenburg for the purpose of shipment, unless a deviating written arrangement has been expressly made. This also applies to partial deliveries/services, even if the Seller has provided other services (e.g. transport or transfer). If dispatch is impossible through no fault of the Seller or is delayed for reasons for which the Seller is not responsible, the risk shall pass to the Buyer upon notification of readiness for dispatch.
4.2. The Seller shall be entitled to store the deliveries/services which the Buyer has not received/accepted within the agreed period at the expense of the Buyer against remuneration customary in the locality and to insure them against theft, breakage, fire, water and other damage at the Buyer’s expense, unless the Buyer provides written proof of the conclusion of such insurance within a reasonable period of time (but no longer than five working days).
4.3. The Buyer shall accept and take delivery of the supplies/services at the place of performance without delay, at the latest, however, within eight working days from being requested to do so.
5. Rights of the Buyer to defects
5.1 The Buyer shall inspect the received goods for completeness, transit damage and defects. Obvious defects shall be reported immediately after receipt of the delivery, defects that can be detected in the course of proper inspection at the latest one week after delivery and other defects that become apparent subsequently at the latest within one week after detection. Any defects discovered must be notified in any case before processing, mixing or resale. Transit damage shall be reported directly to the carrier.
5.2 The Seller guarantees the merchantable quality of its products.
5.3 The delivered products shall be used as intended within three months after delivery, unless a longer storage life has been expressly agreed in writing.
5.4 The limitation period for material defects and defects of title is one year and begins with the transfer of risk. This does not apply if the Seller has acted with intent or gross negligence or if one of the cases of liability mentioned in clause 8.3 applies. The statute of limitations provision of Section 479 BGB in the case of recourse to the supplier also remains unaffected.
5.5 The Seller is not obliged to have goods purchased by it analysed before resale if it has had the content/substance guaranteed at the time of purchase or if it can assume from experience that the purchased goods have the agreed quality. The Seller is not liable for any damage resulting from the fact that the Seller’s instructions for use or application are not followed or that the Buyer modifies the products.
5.6 The Buyer shall give the Seller the opportunity to provide subsequent performance within a reasonable period of time, at the Seller’s discretion by remedying the defect, by exchanging the delivery or by subsequent delivery of missing quantities.
5.7 If the subsequent performance finally fails, if it is refused by the Seller, if it cannot be expected of the Seller or the Buyer, or if it is only possible at disproportionate cost, the Buyer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
5.8 Buyer’s claims against the Seller for reimbursement of expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded to the extent that the expenses increase because the object of the delivery/service was subsequently taken to a place other than that of Buyer’s branch office, unless the transfer corresponds to the intended use of the object of the delivery/service.
5.9 Only the direct purchaser is entitled to claims for defects against the Seller and these are not transferable.
6. Extended and expanded retention of title
6.1 The Seller retains title to the items delivered by it (reserved goods) until all claims to which it is entitled from this contract or from the business relationship with the respective buyer, irrespective of the legal basis, which arise at the time of conclusion of the contract, have already arisen or will arise only in the future from the business relationship have been settled in full.
6.2 The Buyer is entitled to resell, process, mix, blend or combine the goods as well as to subsequently sell them within the scope of extended reservations of title, provided that this takes place in the ordinary course of business.
6.3 Any mixing, blending, processing or transformation of the reserved goods shall be carried out by the Buyer on behalf of the Seller. If the Buyer mixes, blends, processes or transforms the goods with other goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item to the amount of the invoice value of the reserved goods. The new item resulting from the mixing, blending, processing and transformation shall be deemed to be reserved goods within the meaning of these Terms and Conditions.
6.4 The Buyer hereby assigns in advance to the Seller all claims with ancillary rights and any claims against its insurers arising in connection with the resale of the reserved goods as security, irrespective of whether the resale takes place before or after processing or mixing or blending. If the reserved goods are sold by the Buyer together with other goods not belonging to the Seller, whether without or after mixing, blending, processing, transformation, the claims and receivables are assigned to the Seller in the amount of the invoice value of the reserved goods. The Buyer remains entitled and obliged to collect the claim from the resale despite the assignment as long as the Seller does not revoke this authorisation. The Seller undertakes not to collect the claims itself as long as the Buyer duly fulfils its contractual obligations. The Buyer shall immediately transfer the collected amounts to the Seller in the amount of the claims to which the Seller is entitled and keep them separate from its other assets.
6.5 The Buyer is not entitled to pledge the reserved goods or to assign them as security. The Buyer shall immediately notify the Seller in writing of any impairment of the Seller’s rights, in particular through seizure and confiscation of the reserved goods, enclosing copies of the seizure reports, etc. If the third party is not in a position to reimburse the Seller for the judicial and extrajudicial costs arising from such an intervention, the Buyer shall be liable for the loss incurred by the Seller.
6.6 If the Buyer is in default with the payment obligation or if it violates one of the obligations resulting from the agreed extended and expanded retention of title, the entire remaining debt will be due immediately.
6.7 At the Buyer’s request, the Seller shall be obliged to release the ownership to which it is entitled of the reserved goods and the claims assigned to it to the extent that their value exceeds the value of the Seller’s total claims against the Buyer by more than 10 %. The selection of the collateral to be released is the responsibility of the Seller.
7.1 Unless otherwise agreed, invoices of the Seller are payable 14 days after delivery without deduction.
7.2 A payment shall only be deemed to have been made when the Seller can dispose of the amount. In the case of cheques and bills of exchange, payment shall not be deemed to have been made until these have been cashed without reservation.
7.3 The Buyer may only offset against the Seller with undisputed or legally established claims
7.4 The Buyer is only entitled to exercise a right of retention if its counterclaim is based on the same legal relationship.
8.1 The Seller’s liability for damages of any kind whatsoever is excluded unless the damage has been caused intentionally or through gross negligence by the Seller, its legal representatives or vicarious agents (Section 278 BGB) or unless the damage is based on the Seller’s culpable breach of an essential contractual obligation. Essential contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract and on whose compliance the Buyer regularly relies and may rely.
8.2 Insofar as the Seller is liable according to the above provision, its liability shall be limited to the contractually typical foreseeable damage, unless it can be accused of intent.
8.3 The above limitations of liability shall not apply in the event of culpable injury to life, body or health, the assumption of a guarantee of quality or the fraudulent concealment of a defect as well as for the mandatory liability under the Product Liability Act.
8.4 The provisions under Nos. 8.1-8.3 shall apply accordingly if instead of performance the Buyer demands reimbursement of expenses rather than compensation for damage.
9. Applicable law, place of jurisdiction, partial invalidity
9.1 The law of the Federal Republic of Germany shall apply to these General Terms and Conditions and the entire legal relationship with the Buyer, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) or other international agreements on contracts for the international sale of goods.
9.2 If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Oldenburg (Oldb.).
9.3 Should a provision in these Terms and Conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
9.4 The Seller shall be entitled to process and store the data relating to the respective contract in compliance with the provisions of the German Federal Data Protection Act, insofar as is necessary for the execution and processing of the contract. The collection, transmission or other processing of personal data of the Buyer for purposes other than those specified is not permitted.