Our terms and conditions
General sales and delivery conditions of coalsi GmbH (AVB) for business transactions (B2B)
§ 1 Scope
(1) The present general terms and conditions of sale and delivery (“AVB”) apply to all our business relationships with our customers (“Buyer”), but only if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law (“B2B”).
(2) The General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable property (“Commodity”), regardless of whether we produce the goods ourselves or buy them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the terms and conditions valid at the time the buyer placed the order or in any case in the version last notified to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) Our terms and conditions apply exclusively. Conflicting, deviating or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement applies in any case, for example even if we deliver to the buyer without reservation in knowledge of the buyer's terms and conditions.
(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements, ancillary agreements, additions and changes) and information in our order confirmation have priority over the terms and conditions. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements. In case of doubt, trade clauses must be interpreted in accordance with the Incoterms issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.
(5) Legally relevant declarations and notifications from the buyer with regard to the contract (e.g. setting a deadline, notification of defects, cancellation or reduction) must be made in writing or text form (e.g. letter, e-mail, fax). Statutory formal requirements remain unaffected; we are also entitled to request further evidence in case of doubt as to the legitimacy of the declarant.
(6) References to the validity of legal regulations are only for clarification purposes. Even without such clarification, the statutory provisions therefore apply insofar as they are not directly amended or expressly and admissibly excluded in these General Terms and Conditions.
§ 2 Conclusion of contract
(1) Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents — including in electronic form — to which we reserve ownership and copyright rights.
(2) The order of the goods by the buyer is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within two weeks of receipt by us.
(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.
§ 3 Delivery period and delay in delivery
(1) The delivery period is agreed individually or specified by us when the order is accepted. If this is not the case, the delivery period is 52 weeks from the conclusion of the contract; we are entitled to deliver earlier at any time.
(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (“Service Unavailability”), We will immediately inform the buyer of this and at the same time announce the expected new delivery period. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately refund any consideration already paid by the buyer. In particular, non-timely self-delivery is considered to be a case of unavailability of the service if we have concluded a congruent hedging transaction, if neither we nor our supplier are at fault or we are not obliged to procure in individual cases. Section 9 applies primarily to supplier parts.
(3) The occurrence of our delay in delivery is determined by the statutory provisions. In each case, however, a reminder from the buyer is required. If we are delayed in delivery, the purchaser may claim compensation for the damage caused by the delay. The lump sum for each completed calendar week of delay amounts to 0.1% of the net price (delivery value), a total maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer suffered no damage at all or only suffered significantly less damage than the above lump sum. Section 9 applies primarily to supplier parts.
(4) The buyer's rights in accordance with § 8 and our statutory rights, in particular when the obligation to perform is excluded (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
§ 4 Delivery, transfer of risk, default of acceptance
(1) Delivery takes place ex warehouse, which is also the place of fulfilment for delivery and any subsequent performance. At the buyer's request and expense, the goods will be shipped to another destination (“Dispatch Purchase”). Unless otherwise agreed, we are entitled to determine the shipping conditions (in particular transport company, shipping route, packaging) ourselves.
(2) The risk of accidental loss and accidental deterioration of the goods is transferred to the buyer at the latest upon delivery. However, when purchasing by mail order, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay are transferred as soon as the goods are delivered to the freight forwarder, the carrier or the person or institution otherwise designated to carry out the shipment. Insofar as acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of work contract law apply mutatis mutandis to an agreed acceptance. Delivery or acceptance is equivalent if the buyer is in default of acceptance.
(3) If the buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to claim compensation for the resulting damage, including additional expenses (e.g. storage costs). For this, we charge a lump sum compensation of 50 EUR per calendar day, starting with the delivery period or — in the absence of a delivery period — with notification that the goods are ready for dispatch. Evidence of higher damage and our legal claims (in particular reimbursement of additional expenses, appropriate compensation, termination) remain unaffected; however, the lump sum must be offset against further monetary claims. The buyer is allowed to prove that we have suffered no damage at all or only significantly less damage than the above lump sum.
§ 5 Prices and terms of payment
(1) Unless otherwise agreed in individual cases, our current list prices at the time of conclusion of the contract apply, ex warehouse, plus statutory value added tax, if applicable. (2) When purchasing by mail order, the buyer bears the transport costs ex warehouse and the costs of any transport insurance required by the buyer. Any duties, fees, taxes and other public charges are borne by the buyer. (3) The purchase price is due and payable within 10 days from invoicing and delivery or acceptance of the goods. However, even as part of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against payment in advance. We will declare a corresponding reservation at the latest with the order confirmation. (4) The buyer will be in default upon expiry of the above payment period. During the period of default, interest is payable on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damage caused by default. Our claim to the commercial due interest (§ 353 HGB) against merchants remains unaffected. If the buyer defaults on a claim, we are also entitled to make all other claims against the buyer's due. (5) Incoming payments from the buyer are always settled in accordance with Section 366 (2) BGB. The buyer is only entitled to offsetting or withholding rights to the extent that his claim is legally established or is undisputed. In the event of delivery defects, the buyer's counterrights remain unaffected, in particular in accordance with Section 7 (6) sentence 2 of these General Terms and Conditions. (6) If, after conclusion of the contract, it becomes apparent (e.g. by filing for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer's lack of performance, we are entitled to refuse performance and — if necessary after setting a deadline — to withdraw from the contract (§ 321B21 GB). In the case of contracts for the production of indefensible items (custom-made products), we can immediately cancel; the legal regulations on the dispensability to set a deadline remain unaffected.
(7) We are expressly authorized to assign our receivables, in particular by means of factoring.
(8) The customer must pay all fees, costs and expenses incurred by us or a third party to us who have assigned our claim as a result of and in connection with a successful collection procedure by the customer outside the Federal Republic of Germany.
§ 6 Retention of title
(1) We reserve title to the goods sold until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
(2) The goods subject to retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims. The buyer must immediately notify us in writing or in text form if an application has been made to open insolvency proceedings or if access by third parties (e.g. seizures) takes place on the goods belonging to us.
(3) If the buyer acts contrary to the contract, in particular if the purchase price due is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The request for surrender does not at the same time include a declaration of withdrawal; rather, we are only entitled to demand the return of the goods and reserve the right to withdraw. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if such a deadline is unnecessary in accordance with the statutory provisions.
(4) Until further notice (see c below), the buyer is authorized to sell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition.
a) The retention of title extends to the products resulting from processing, mixing or combining our goods at their full value, in which case we are considered the manufacturer. If, when processed, mixed or combined with third-party goods, their ownership rights remain, we acquire joint ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title.
b) The buyer hereby assigns to us as security any claims arising from the resale of the goods or the product in full or in the amount of our possible co-ownership share in accordance with the previous paragraph. We accept the assignment. The buyer's obligations set out in Section 6 (2) also apply with regard to the assigned claims.
c) In addition to us, the buyer remains authorized to collect the claim. We commit ourselves not to collect the claim as long as the buyer meets his payment obligations to us, there is no lack of performance and we do not assert the retention of title by exercising a right in accordance with § 6 para. 3. However, if this is the case, we can demand that the buyer notifies us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the buyer's right to further sell and process the goods subject to retention of title.
d) If the realizable value of the securities existing for our claims exceeds the value of our claims by more than 10%, we will release securities at our discretion at the buyer's request.
(5) If the buyer is based outside the Federal Republic of Germany, we are entitled to demand, in place of retention of title, the conclusion of an agreement according to which the buyer operates a consignment warehouse for us from which he may only remove the goods step by step in return for full payment.
§ 7 Buyer's claims for defects
(1) The buyer's rights in the event of material and legal defects (including incorrect and underdelivery as well as improper assembly/installation or faulty instructions) are subject to the statutory provisions, unless otherwise specified below. In all cases, the special statutory provisions on reimbursement of expenses upon final delivery of the newly manufactured goods to a consumer (supplier recourse in accordance with Sections 478, 445a, 445b or Sections 445c, 327 Paragraph 5, 327UBGB) remain unaffected, unless equivalent compensation has been agreed, e.g. as part of a quality assurance agreement. Section 9 applies primarily to supplier parts.
(2) The basis of our liability for defects is, in particular, the agreement made on the quality and intended use of the goods (including accessories and instructions). A quality agreement in this sense is defined as all product descriptions and manufacturer information that are the subject of the individual contract or were made public by us (in particular in catalogues or on our Internet homepage) at the time the contract was concluded. Insofar as the condition has not been agreed, it must be assessed in accordance with legal regulations whether there is a defect or not (Section 434 (3) BGB); we always deliver cabins broom-clean. Public statements made by us or on our behalf, in particular in advertising or on the label of the goods, take precedence over statements made by other third parties. If an intent to use is not contractually agreed, the buyer can only rely on this if he has notified us of this in writing or in text form at the latest when the contract is concluded.
(3) In the case of goods with digital elements or other digital content, we are only responsible for providing and, if necessary, updating the digital content insofar as this is expressly stated in a quality agreement in accordance with paragraph 2. In this respect, we assume no liability for public statements made by the manufacturer and other third parties.
(4) In principle, we are not liable for defects that the buyer is aware of at the time of conclusion of the contract or is grossly negligent (Section 442 BGB). Furthermore, the buyer's claims for defects presuppose that he has fulfilled his statutory inspection and notification obligations (Sections 377, 381 HGB). In the case of goods intended for installation or other further processing, an inspection must always be carried out immediately before processing. If a defect is discovered during delivery, inspection or at any later date, we must be notified of this immediately in writing or in text form. In any case, obvious defects must be reported in writing or in text form within three working days of delivery and defects not apparent during the inspection within the same period of discovery. If the buyer fails to properly examine and/or report defects, our liability for the defect not reported or not reported in good time or improperly is excluded in accordance with the statutory provisions. In the case of goods intended for installation, installation or installation, this applies even if, as a result of the breach of one of these obligations, the defect only became apparent after the corresponding processing; in this case, in particular, there are no claims on the part of the buyer for replacement costs (“removal and installation costs”).
(5) If the delivered item is defective, we can first choose whether to provide corrective action by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under legal requirements remains unaffected.
(6) We are entitled to make the subsequent payment owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price commensurate with the defect.
(7) The buyer must give us the time and opportunity necessary for subsequent performance, in particular to hand over the complained goods for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with the statutory provisions. We are only entitled to assume the expenses for removing the defective item and installing the defect-free item if we have already been obliged to install it beforehand. This does not apply to supplier parts within the meaning of § 9, in whose opinion the buyer always bears the removal and installation costs.
(8) We shall bear the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs (not: dismantling and installation costs) if there is actually a defect. Otherwise, we may demand that the buyer reimburse the costs arising from the unjustified request for rectification of the defect (in particular inspection and transportation costs) in accordance with our current price list, unless the buyer did not know or did not negligently know that there was actually no defect.
(9) In urgent cases, e.g. in the event of a risk to operational safety or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand compensation from us for the expenses objectively necessary for this purpose. We must be notified immediately, if possible in advance, of any such self-action. The right of self-intervention does not exist if we were entitled to refuse corresponding subsequent performance in accordance with legal requirements.
(10) If the subsequent performance has failed or a reasonable period to be set by the buyer for subsequent performance has expired without success or is dispensed with in accordance with statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the event of an insignificant defect.
(11) Claims by the buyer for compensation or reimbursement expenses exist only in accordance with Section 8, even in the event of defects, and are otherwise excluded.
§ 8 Other liability
(1) Unless otherwise stated in these General Terms and Conditions, including the following provisions, we are liable in accordance with statutory provisions in the event of a breach of contractual and non-contractual obligations.
(2) We are liable for damages — irrespective of the legal basis — as part of fault liability in the event of intent and gross negligence. In the event of simple negligence, subject to a more lenient standard of liability in accordance with statutory provisions (e.g. due care in our own affairs), we are only liable (a) for damage arising from injury to life, limb or health, and (b) for damage arising from the not insignificant breach of an essential contractual obligation (defined as an obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly trusts and may rely on); in this case Is However, our liability is limited to compensation for foreseeable, typically occurring damage.
(3) The limitations of liability arising from paragraph 2 also apply to breaches of duty by or for the benefit of persons whose fault we are responsible in accordance with statutory provisions. They do not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods and for claims made by the buyer under the Product Liability Act.
(4) Due to a breach of duty that does not consist of a defect, the buyer can only rescind or cancel if we are responsible for the breach of duty. The buyer's free right of termination (in particular in accordance with Sections 650, 648, 649 BGB) is excluded. In addition, the legal requirements and legal consequences apply.
§ 9 Supplied parts
(1) Insofar as we procure an object (“supply part”) on the instructions or recommendation of the buyer or on the basis of a contract between the buyer and a third party and incorporate it into the purchased item, the following warranty agreement applies with regard to the supplier part: We assign our own warranty claims against the third party with regard to the supplied part to the buyer who accepts this assignment. The assigned warranty claims against the third party supersede all our legal and warranty obligations described in Section 7 with regard to the supplier part and replace them in full. Therefore, if the defect in the purchased item is based on the fact that the supplier part obtained from the third party on the instructions or recommendation of the buyer or on the basis of a contract entered into by the buyer and installed by us is defective, the buyer is required to comply with the third party; in return, all warranty claims by the buyer against us due to defects in the supplied part are excluded.
(2) If the delay or unavailability of our service within the meaning of Section 3 (2) is based on the fact that a supplier part was not delivered to us or was not delivered to us on time or without defects, although we have concluded a congruent cover transaction which, if naturally running smoothly, would enable the sales contract to be fulfilled with the goods expected from the purchase contract, we are not responsible for the delay or unavailability. In this case, the buyer is obliged to ensure that we supply the supplier part to the third party. If the buyer fails to do so, the buyer is obliged to procure the supplier part in question himself and provide it to us on time. Claims for compensation for damage caused by delay and delay as well as claims in accordance with Section 3 (3) are excluded.
§ 10 Statute of limitations
(1) Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. Insofar as acceptance has been agreed, the limitation period begins with acceptance. Other special statutory statute of limitations (in particular Sections 438 Paragraph 1 No. 1, Paragraph 3, 444, 475e, 479 BGB) remain unaffected.
(2) The above limitation periods of sales law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would result in a shorter statute of limitations in individual cases. However, claims for damages by the buyer in accordance with Section 8 (2) sentence 1 and sentence 2 letter (a) and under the Product Liability Act expire exclusively in accordance with the statutory limitation periods.
(3) Other claims made by the buyer expire within 24 months from the due date and the date from which the buyer became aware of the circumstances giving rise to the claim or would have to obtain them without gross negligence. This does not apply to claims based on intent or gross negligence, injury to body, life, health or contractual guarantees.
§ 11 Applicable Law and Place of Jurisdiction
(1) These General Terms and Conditions and the contractual relationship between us and the buyer are governed by the laws of the Federal Republic of Germany excluding international uniform law, in particular the UN Sales Convention.
(2) If the buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive — including international — place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Munich, Federal Republic of Germany. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases, we are also entitled to file an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a superior individual agreement or at the buyer's general place of jurisdiction. Priority legal regulations, in particular on exclusive competencies, remain unaffected.
As of July 2025