General Terms and Conditions of Cambium for Commercial Customers (B2B)
§ 1 Scope, Contract Language
- These Terms and Conditions ("T&Cs") shall apply exclusively to the contracts concluded between you as a Customer ("Customer") and us, the company Cambium GmbH (Schmidsfelden 19, 88299 Leutkirch im Allgaeu, Germany, VAT ID No DE255231886 and Commercial Register No: 721224), represented by Simon Cassier (hereinafter referred to as "Cambium") concluded contracts for the sale of goods and their delivery as well as with regard to the services offered by Cambium (collectively "Products") , also via Cambium's online store. They shall apply notwithstanding any terms to the contrary in any order, document or other communication from the Customer ("Order") and notwithstanding any lack of objection to other terms by Cambium. These Terms and Conditions may only be amended in writing by authorized persons of both Cambium and Customer.
- These General Terms and Conditions shall also apply to all future contracts, even if they are not repeated to be agreed separately. Terms and conditions of the Customer or third parties shall not apply. Even if Cambium does not separately object to their validity in individual cases - and even if Cambium refers to a letter that contains or refers to other terms and conditions.
- The term Customer exclusively refers to entrepreneurs as defined in § 14 BGB (German Civil Code). These Terms and Conditions are not applicable to consumers.
- The language available for the conclusion of the contract is exclusively German. Translations of these T&Cs into other languages simply serve as a convenience. In the event of any differences between the language versions, the German text shall take precedence.
§ 2 Applicable Law
- The laws of the Federal Republic of Germany shall apply exclusively, including the UN Convention on Contracts for the International Sale of Goods, if the Customer is based in Germany or in a country that is not a member of the European Union.
- In the event that the Customer is based in a member state of the European Union, German laws shall also apply exclusively, including the UN Convention on Contracts for the International Sale of Goods, whereby mandatory provisions of the state in which the Customer is based shall remain unaffected.
§ 3 Conclusion of the Contract
- All product or service presentations on the part of Cambium are not binding offers, but are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. They thus constitute an invitation to place an order (invitatio ad offerendum). Orders or commissions can be accepted by Cambium within fourteen (14) days after receipt.
- Information provided by Cambium in such representations of Products or deliveries (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as illustrations and the like are only approximate, unless and to the extent that usability for the contractually intended purpose requires exact conformity. They are not guaranteed quality features, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components by equivalent parts are permissible insofar as and to the extent that they do not impair the usability for the contractually intended purpose.
- The Customer can make a binding offer to purchase a product.
(a) In the online store, this is done by clicking the "buy" button in the last step of the ordering process of the Products displayed in the order overview. Immediately after submitting the order, the Customer will receive a confirmation of receipt of the order, which, however, does not constitute an acceptance of its contractual offer. Cambium reserves the right to accept orders. A contract between the Customer and Cambium shall only be concluded as soon as Cambium accepts the Customer's order by means of a separate declaration or as soon as the goods are dispatched or as soon as Cambium starts to provide the service, i.e. as soon as the order is executed. Customers are requested to regularly check the SPAM folder of their e-mail inbox.
(b) Otherwise, the following shall apply: The legal relationship between Cambium and the Customer shall be solely governed by the written contract (offer, order and/or order confirmation, together also "Order Documents") including these T&Cs. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal commitments made by Cambium prior to the conclusion of this contract are not legally binding and verbal commitments between the contracting parties shall be replaced by the written contract, unless and to the extent that it is expressly stated in each case that they shall continue to be binding.
- Additions and amendments to the agreement made, including these T&Cs, must be made in writing to be effective. With the exception of managing directors or authorized signatories, Cambium's employees are not entitled to make verbal agreements deviating from this. Transmission by telecommunication shall be sufficient to comply with the written form requirement.
- Cambium retains the ownership or copyright to all submitted offers and cost estimates as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the Customer. The Customer shall not make these items available to third parties, either as such or in terms of content, disclose them, use them themselves or through third parties, or reproduce them without Cambium's express consent. Upon request, the Customer shall return these items in full to Cambium and destroy any copies made if they are no longer required by the Customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.
- Orders for Products that have been individually manufactured or customized for the Customer and are tailored to the Customer's personal needs can only be cancelled, returned or postponed with regard to the delivery date with the consent of Cambium. In the event of cancellation, Cambium reserves the right to charge the Customer for any expenses incurred after confirmation of the order.
§ 4 Technical Steps of the Online Order up to the Conclusion of the Contract and Correction of Input Errors
As part of the online ordering process, the Customers first places the desired Products in the shopping cart. The desired number of items can be changed there at any time or selected Products can be removed completely at any time. If the Customer has placed Products in the shopping cart, clicking on the "Continue to your order" button takes them to a page where they can enter their data and then select the shipping and payment method. Finally, an overview page opens where they can check their details. They can correct their input errors (e.g. regarding payment method, data or the desired quantity) by clicking on "modify" in the respective field. If they want to cancel the ordering process completely, they can simply close their browser window. Otherwise, after clicking the confirmation button "buy", their declaration becomes binding in the sense of § 3 para. 3 a) of these T&Cs.
§ 5 Storage of the Contract Text
The contractual provisions with details of the ordered Products, including these T&Cs, will be sent to the Customer by e-mail with the acceptance of the contract offer or with the notification thereof. A separate storage of the contract provisions by Cambium does not take place.
§ 6 Registration in the Cambium Online Store /
Processing of the Customer’s Personal Data
- The Customers may order Products in Cambium’s online store as a guest or as a registered user. As a registered user, they do not have to provide their personal data each time, but they can simply log in to their customer account with their e-mail address and the password freely chosen by them during registration before or during an order. Registration alone does not constitute any obligation to purchase with regard to the goods offered by Cambium.
- For information on the processing of the Customer’s data, Cambium’s data protection information is available at the following link https://kletterwaldshop.com/Privacy. Upon registration, the Customer shall choose a personal user name and a password.
§ 7 Prices
The prices shall apply to the scope of performance and delivery listed in the order confirmations. Additional or special services will be charged separately. All prices are quoted in Euro and are net prices EXW (excluding taxes, freight, customs or other fees or public charges, packaging and shipping costs as well as extra costs for additional services), unless and insofar as otherwise stipulated in Cambium's offer, cost estimate or invoice. Cambium reserves the right to change prices prior to the conclusion of the contract and delivery, in particular due to price increases on the part of the manufacturer, currency fluctuations or errors in the submission of the offer. An order for deliveries is usually made in one complete delivery. Partial deliveries can only be requested by the Customer against appropriate reimbursement of costs.
§ 8 Payment Conditions
- The purchase price for an online order is usually due immediately with order. The payment of the Products is made by bank transfer or Paypal.
- Unless expressly agreed otherwise, Cambium shall only deliver against prepayment (in the manner specified in the order documents) or cash on delivery, in each case against invoice, which can be sent by e-mail.
- Invoices shall be due either at the time stated on the invoice, otherwise no later than ten (10) days from the date of invoice without deduction. In the case of partial deliveries, a partial invoice shall be issued, which shall be due immediately after the partial delivery, unless otherwise stated on the invoice. The date of receipt of payment by Cambium shall be decisive for the date of payment. Cheques shall only be considered as payment after they have been cashed.
- Offsetting is excluded. Excluded from this offsetting prohibition are both undisputed and legally binding claims as well as counterclaims from the same contractual relationship. In the case of legal transactions in which a consumer is not involved, the interest rate for claims for payment shall be nine (9) percentage points above the base interest rate of the European Central Bank. The assertion of higher interest rates and further damages in the event of default shall remain unaffected. If the Customer has been granted a credit limit, this may be changed by Cambium at any time. Incoming payments can be credited to any of the Customer’s existing accounts, provided that the transfer does not clearly indicate to which account and for which transaction the entry should be made. Should the Customer come in default of any payment, Cambium shall have the right to postpone and/or cancel any outstanding deliveries and orders and in addition make all outstanding invoices immediately due and payable.
- Cambium shall be entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after the conclusion of the contract, Cambium becomes aware of circumstances which are likely to substantially reduce the creditworthiness of the Customer and as a result of which payment of the outstanding claims on the part of Cambium by the Customer arising from the respective contractual relationship (including from other individual orders to which the same framework agreement applies) is jeopardized.
- Upon request of the Customer, which has to be stated in the order form, Cambium will also deliver the goods against payment at its business premises in 88299 Schmidsfelden, Leutkirch im Allgaeu (Germany).
- In case of collection by the Customer, the statutory value-added tax shall be shown and due on the invoice irrespective of the country of delivery.
§ 9 Retention of Title
- Cambium retains title to the goods until the purchase price has been paid in full. During the existence of the reservation of title, the Customer may not sell or otherwise dispose of the goods (hereinafter referred to as "goods subject to retention of title").
- In the event of access by third parties, in particular by bailiffs, to the goods subject to retention of title, the Customer shall point out Cambium's ownership and notify Cambium without delay so that Cambium can enforce its ownership rights.
- In the event that the Customer acts in breach of contract, in particular in the event of default in payment, Cambium shall be entitled to demand the return of the goods subject to retention of title, provided that Cambium has withdrawn from the contract.
§ 10 Terms of Delivery
- Cambium shall deliver the Products in accordance with the agreements made with the Customer, as a rule EXW. The Customer shall therefore arrange for the collection of the delivery items and their insurance at its own expense, unless otherwise agreed.
- When ordering via the online store, the Customer will be informed directly in the ordering process about the respective shipping costs. For orders outside of the online store, the provisions of the respective order documents shall apply.
- Deadlines and dates for deliveries and services promised by Cambium shall always be approximate only, unless a fixed deadline or date has been expressly promised or agreed. Otherwise, Cambium shall not be held responsible in cases of delayed, partial or early deliveries and Customer shall accept such deliveries. Cancellation is generally not possible. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the carrier, freight forwarder or other third party entrusted with the transport.
- Cambium may, without prejudice to its own rights arising from default on the part of the Customer, demand an extension of delivery and performance deadlines or a postponement of delivery and performance deadlines by the period of time by which the Customer fails to meet its obligations.
- Insofar as events mentioned under § 14 para. 3 of these T&Cs make the delivery or service significantly more difficult or impossible and the hindrance is not only of temporary duration, Cambium shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or postponed by the period of the hindrance plus a reasonable starting period. If the Customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediately notifying Cambium in writing.
- Cambium shall only be entitled to make partial deliveries if these are usable for the Customer within the scope of the contractual intended purpose, the delivery of the remaining ordered goods is ensured and the Customer does not incur any significant additional expenses or costs as a result, unless Cambium agrees to bear these costs.
- If Cambium is in default with a delivery or service or if a delivery or service becomes impossible, for whatever reason, liability for damages shall be limited in accordance with § 14 of these T&Cs.
§ 11 Place of Performance, Shipment, Packaging, Transfer of Risk, Acceptance
- Place of performance for all obligations arising from the contractual relationship is the registered office of Cambium (88299 Schmidsfelden, Leutkirch im Allgaeu, Germany), unless otherwise specified. If Cambium is also responsible for the installation, the place of performance shall be the place where the installation is to take place.
- The method of shipment and the packaging shall be subject to Cambium's dutiful discretion, provided that there are no statutory provisions to the contrary.
- The risk shall pass to the Customer at the latest upon handover of the delivery item (whereby the beginning of the loading process is decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or if Cambium has undertaken to perform other services (e.g. shipping or installation). If the shipment or handover is delayed as a result of a circumstance, the cause of which lies with the Customer, the risk shall pass to the Customer from the day on which the delivery item is ready for dispatch and Cambium has notified the Customer of this fact.
- Storage costs after transfer of risk shall be borne by the Customer. In case of storage by Cambium the storage costs amount to 30.00 Euro per square meter of the delivered delivery items to be stored per expired week. Cambium will stack the delivery items if possible in order to take up little space and thus keep the costs low. Cambium reserves the right to claim and prove further, lower or higher storage costs.
- Cambium shall insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the Customer and at the Customer's expense.
- Insofar as acceptance is required, the purchased goods shall be deemed to have been accepted when the delivery and, if Cambium is also responsible for the installation, the installation have been completed, Cambium has notified the Customer thereof with reference to the acceptance fiction and has requested acceptance, twelve (12) working days have passed since delivery or installation, or Customer has commenced use of the purchased item (e.g. has put the delivered system into operation) and in this case six (6) working days have passed since delivery or installation, and Customer has refrained from acceptance within this period for a reason other than a defect notified to Cambium which makes use of the purchased item impossible or significantly impairs it.
§ 12 Warranty
- The Customer acknowledges that Cambium is in part not the manufacturer of the Products. If and to the extent required by law, Cambium guarantees that, at the time of transfer of the Products, they comply with the characteristics specified by the respective manufacturer in its published product data sheets.
- The delivered items shall be inspected carefully immediately after delivery to the Customer or to a third party designated by the Customer. They shall be deemed to have been approved if Cambium does not receive a written notice of defects with regard to obvious defects or defects which would have been apparent upon immediate and careful inspection, within seven (7) working days after delivery of the goods or after discovery of the defect or at any earlier time at which the defect would have been apparent to Customer in the normal course of use of the goods without closer inspection. At Cambium's request, the delivery item complained about shall be returned to Cambium carriage paid. In the event of a justified complaint, Cambium shall reimburse the costs of the most favorable shipping route; this shall not apply if and to the extent that the costs increase because the delivery item is located at a place other than the place of intended use.
- In the event of material defects to delivered goods, Cambium shall, at its own discretion and within a reasonable period of time, be obligated and entitled to either provide subsequent performance or a replacement delivery. In case of repeated failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the subsequent performance or replacement delivery, the Customer may withdraw from the contract or reduce the purchase price appropriately.
- If a defect is due to Cambium's fault, the Customer may claim damages under the conditions set forth in § 14.
- If and to the extent possible under applicable law and contractually granted, Cambium shall pass on any product warranty and claims for damages (including those for infringements of intellectual property) received from the manufacturer to the Customer. This applies in particular in the case of defects in components from other manufacturers that Cambium cannot remedy for licensing or factual reasons. Warranty claims against Cambium in the case of such defects shall only exist under the other conditions and in accordance with these T&Cs if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. During the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the Customer against Cambium shall be suspended.
- The warranty shall not apply if the Customer modifies the delivery item or has it modified by a third party without the consent of Cambium and the subsequent performance is thereby rendered impossible or unreasonably difficult. In any case, the Customer shall bear the additional costs of subsequent performance resulting from the modification.
- Any delivery of used items agreed with the Customer in individual cases shall be made to the exclusion of any warranty for material defects.
- The limitation period for warranty claims for goods shall be twelve (12) months from delivery. If and to the extent that acceptance is required, the limitation period shall commence from acceptance. If Cambium provides services (such as calibration, repair), the warranty shall - to the extent permitted by law - extend for ninety (90) days, otherwise for the shortest possible period permitted by law from the date of provision of the service and that they comply with the Customer specifications accepted by Cambium.
- To the extent permitted by law, Cambium makes no warranties of any kind, neither explicit nor implicit.
§ 13 Property Rights
- In accordance with the provisions of § 13 of these T&Cs, Cambium guarantees that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall notify the other contracting party in writing without delay if claims are asserted against it due to the infringement of such rights.
- In the event that the delivery item infringes an industrial property right or copyright of a third party, Cambium shall, at its own discretion and at its own expense, modify or replace the delivery item in such a way that it no longer infringes the rights of third parties. Cambium shall, at its own discretion and at its own expense, modify or replace the delivery item in such a way that no third party rights are infringed, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the Customer by concluding a license agreement. If this is not successful within a reasonable period of time, the Customer shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages of the Customer are subject to the restrictions of § 14 of these T&Cs.
- In the event of infringement of rights by Products of other manufacturers supplied by Cambium, Cambium shall, at its own discretion, assert its claims against the manufacturers and sub-suppliers on behalf of the account of the Customer or assign them to the Customer. In such cases, claims against Cambium shall only exist in accordance with § 13 of these T&Cs if the legal enforcement of the aforementioned claims against the manufacturers and sub-suppliers was unsuccessful or is futile, for example due to insolvency.
§ 14 Limitation of Liability
- Cambium shall be liable for intent and gross negligence. Furthermore, Cambium shall be liable for the negligent breach of obligations, the fulfillment of which is essential for the proper execution of the contract, the breach of which jeopardizes the achievement of the purpose of the contract and the observance of which the Customer may regularly rely on. In the latter case, however, Cambium shall only be liable for foreseeable damage which is typical for this type of contract. The same shall apply to breaches of duty by Cambium's vicarious agents. The preceding and following exclusions of liability shall not apply in the event of injury to life, body and health. Likewise, these exclusions of liability shall not apply in the case of any guaranteed quality features. Mandatory liability under the Product Liability Act remains unaffected.
- Cambium shall not be liable for consequential damages (such as loss of profit or revenue, loss of data, loss of use, rework, repair and manufacturing costs, costs for product recall, for damage to reputation or loss of customers). The aforementioned shall not apply if and to the extent that Cambium is liable under mandatory statutory provisions.
- Irrespective of the above provisions, Cambium shall not be liable for impossibility or delays in delivery if and to the extent that such impossibility or delays are caused by force majeure (such as natural disasters, military conflicts, pandemics/epidemics) or other events not foreseeable at the time of the conclusion of the contract (e.g. operational disruptions of any kind, difficulties in obtaining materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which Cambium is not responsible.
- Cambium shall not be liable if and to the extent that the Customer fails to comply with the communicated technical product specifications or requirements of the respective manufacturer.
- In the event of liability for ordinary negligence, Cambium's liability to pay compensation for damage to property shall be limited to an amount of one million Euro (€ 1,000,000) per claim and for any further financial loss resulting therefrom to an amount of one hundred thousand Euro (€ 100,000) per claim (corresponding to the current coverage amount of its product liability insurance or third-party liability insurance), even if this involves a breach of material contractual obligations.
- The aforementioned exclusions and limitations of liability shall apply to the same extent in favor of the institutions, legal representatives, employees and other vicarious agents of Cambium.
- If and to the extent that Cambium provides technical information or acts in an advisory capacity and such information or advice is not part of the contractually agreed scope of services owed by Cambium, this shall be done free of charge and to the exclusion of any liability. If the Customer requests consulting services, the parties conclude a contract for work or services in return for payment.
§ 15 Installation Conditions
If an installation service is ordered, the conditions will be negotiated individually with the Customer, if necessary. If nothing has been agreed upon, the following conditions and areas of responsibility apply:
- Services provided by the Customer:
- Provision of a power connection (230 V, 16 A), maximum two hundred (200) meters to the center of the construction site.
- Clearance of terrain and removal of undergrowth as necessary.
- Ensuring access for a forty (40) ton tractor-trailer. Snow removal, if necessary.
- Obtaining official permits.
- Carrying out inspections according to DIN EN 15567-1.
- Obtaining an annual tree assessment.
- Replacement of wear parts.
- Travel costs and expenses:
- Mounting trolley 0.40 €/km.
- Passenger car 0.30 € /km.
- Trailer 0.30 € /km.
A journey with two vehicles may be necessary.
If several orders can be combined, the travel costs will be fairly divided.
Flat-rate services include expenses, but not travel costs. For all other services, these will be invoiced according to flat rates.
- Additional meal allowance per fitter and day are based on the corresponding regional standard costs.
- Accommodation costs per fitter and night are based on the cost of a 3-star single room in the respective region.
- Wear parts (calculation based on previous experience):
§ 16 Corresponding Documents
Material certificates must be ordered by the Customer at the time of ordering or order placement if they are required; this is not possible at a later date. The following documents must be ordered separately by the Customer if they are not explicitly listed in the order documents: Operating manual, plant manual, user manual, breakage safety calculation of the trees, tree assessment, static calculation of the loads, statics, inspection.
§ 17 Place of Jurisdiction/Online Dispute Resolution and Alternative Dispute Resolution/Salvatory Clause
- The place of jurisdiction for all disputes shall be the registered office of Cambium in Leutkirch, Germany. Cambium shall also be entitled to file suit at the Customer's court of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
- The European Commission provides a platform for online dispute resolution (ODR) at http://ec.europa.eu/consumers/odr/. Cambium's e-mail address is: email@example.com.
- Should any provision of these T&Cs or of an individual contract be incomplete, void or ineffective in whole or in part, the remaining provisions and conditions shall remain unaffected. Instead of an incomplete, void or ineffective provision, Cambium and the Customer shall negotiate an effective provision that is comparable to the economic purpose of the incomplete, void or ineffective provision. The same applies to contractual gaps.