Terms of sale, delivery and payment
Status: June 2025 / nonjoo interior GmbH
I. General
1. these General Terms and Conditions of Sale, Delivery and Payment (VLZB) apply to all business relationships between nonjoo interior GmbH (hereinafter: nonjoo) and its contractual partners, insofar as these are entrepreneurs, legal entities under public law or special funds under public law; they apply in particular to contracts for the sale and/or delivery of movable goods, irrespective of whether nonjoo manufactures these itself.
2. these VLZB shall apply exclusively; deviating, conflicting or supplementary contractual conditions of the contractual partner shall only become part of the contract if and insofar as nonjoo has expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if the contracting party refers to its General Terms and Conditions of Sale and Delivery within the scope of the order and nonjoo does not expressly object to this.
3. unless otherwise agreed, these GCSD shall also apply as a framework agreement for similar future contracts in the version valid at the time of the contractual partner's order or in any case in the version last communicated to him in text form, without nonjoo having to refer to them again in each individual case.
4. individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in the order confirmations of nonjoo shall take precedence over these VLZB.
5. references to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these VLZB.
II Conclusion of contract and prices
1. a. Offers from nonjoo are subject to change and non-binding. This also applies if nonjoo provides the contractual partner with catalogs, technical documentation (e.g. drawings, plans), other product descriptions or documents.
b. Orders placed by the contracting party shall be deemed a binding contractual offer. Unless otherwise stated in the order, nonjoo is entitled to accept the respective contract offer immediately after its receipt by nonjoo. Acceptance shall be made in writing by order confirmation.
2. a. Unless otherwise agreed, nonjoo's current prices at the time of conclusion of the contract shall apply - free on ramp plus the applicable statutory value added tax.
b. If nonjoo ships a sold item to a place other than the place of performance at the request of the contracting party (so-called sale to destination), the contracting party shall bear the transportation costs ex warehouse as well as the costs of any desired transportation insurance. Any customs duties, fees, taxes and other
and other public charges shall also be borne by the contractual partner.
III Terms of payment
1. unless otherwise agreed, invoice amounts shall be paid within 30 days of invoicing and delivery or acceptance of the goods, without any deduction; the date of payment shall be determined by the credit entry at nonjoo.
2. if the contractual partner defaults on the payment of invoice amounts, interest shall be charged on these during the period of default at the applicable statutory default interest rate. nonjoo reserves the right to claim further damages caused by default. The claim to commercial maturity interest (§ 353 HGB) remains unaffected for merchants.
3. if the customer is in default of payment for more than 14 calendar days, all claims from further deliveries not yet paid for may become due immediately.
4. the contractual partner shall only be entitled to rights of set-off or retention insofar as their claim has been legally established or is undisputed or arises from the same order under which the delivery in question was made.
5. nonjoo shall be entitled to refuse performance and, if necessary after setting a deadline, to withdraw from the contract if it becomes apparent after conclusion of the contract (e.g. by filing for insolvency proceedings) that the claim to the purchase price is jeopardized by the contractual partner's inability to pay. In the case of contracts for the manufacture of non-fungible goods (custom-made products), nonjoo may declare its withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.
6. nonjoo is entitled to assign the claims against the contractual partner to third parties.
7. payments received from the contractual partner shall always be offset in accordance with § 366 para. 2 BGB.
8. the contractual partner shall bear all fees, costs and expenses incurred by him or a third party to whom he has assigned a claim arising from and in connection with successful collection proceedings against the contractual partner outside the Federal Republic of Germany.
IV. Delivery, delivery time
1. a. Unless otherwise agreed, delivery shall be made free on ramp; this shall also be the place of performance for the delivery and for any subsequent performance, unless otherwise agreed.
b. If nonjoo ships a sold item to a place other than the place of performance at the request of the contractual partner (so-called sale to destination), nonjoo shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself.
2. the risk of accidental loss and accidental deterioration of the goods shall pass to the contractual partner at the latest when the goods are handed over. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass to the contractual partner upon delivery of the goods to the carrier.
the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If the contractual partner is in default of acceptance, this shall be deemed equivalent to handover.
3. a. Delivery periods shall be agreed individually.
b. The occurrence of any delay in delivery by nonjoo shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the contractual partner is required.
c. nonjoo shall not be liable for impossibility of delivery or for delays in delivery if these are caused by force majeure or other events not foreseeable at the time the contract was concluded (e.g. operational disruptions, difficulties in procuring materials or energy, transportation delays, strikes, lawful lockouts, etc.),
strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining necessary official permits, pandemics or epidemics, official measures or the failure of suppliers to deliver or to deliver correctly or on time despite a congruent hedging transaction concluded by the seller) for which nonjoo is not responsible. If such events make delivery or performance significantly more difficult or impossible for nonjoo and the hindrance is not only of a temporary nature, nonjoo is entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If the contractual partner cannot reasonably be expected to accept the delivery or service as a result of the delay, they may withdraw from the contract by immediate declaration to nonjoo.
d. If nonjoo is in default with a delivery or service or if a delivery or service becomes impossible - for whatever reason - the liability of nonjoo shall be limited to compensation for damages in accordance with the provision under clause IX. of these VLZB.
V. Default of acceptance
If the contracting party is in default of acceptance, fails to cooperate or if the delivery is delayed for other reasons for which the contracting party is responsible, nonjoo shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, nonjoo shall charge a lump-sum compensation of EUR 15.00/m³ net per calendar day for the duration of the delay in acceptance.
Proof of higher damages as well as statutory claims (e.g. reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims.
The contracting party shall be entitled to prove that nonjoo has incurred no damage at all or only significantly less damage than the above lump sum.
VI Liability for defects, obligation to give notice of defects
1. the statutory provisions shall apply to the rights of the contractual partner in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly / installation or defective instructions), unless otherwise specified below. In all cases, the special statutory provisions on the reimbursement of expenses in the case of final delivery of the newly manufactured goods to a consumer (so-called supplier recourse) remain unaffected, unless an equivalent compensation has been agreed (e.g. as part of a quality assurance agreement).
2.a. nonjoo is generally not liable for defects which the contractual partner is aware of or is grossly negligent in not being aware of when the contract is concluded; furthermore, the contractual partner's claims for defects presuppose that he has complied with the statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect is discovered during delivery, inspection or at any later point in time, nonjoo must be notified immediately in writing. In any case, obvious defects must be reported in writing within seven working days of delivery and defects not recognizable during the inspection within the same period from discovery.
b. If the contracting party fails to properly inspect the goods and/or report defects, nonjoo shall not be liable for the defect that was not reported or not reported in time or not reported properly in accordance with the statutory provisions. In the case of goods intended for assembly, mounting or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of the breach of one of these obligations; in this case, the buyer shall in particular not be entitled to any claims for reimbursement of corresponding costs (so-called removal and installation costs).
3. a. Deviations in the delivered goods that are customary in the trade and reasonable for the contractual partner, in particular with regard to structure, color tone or grain, especially in the case of natural products such as wood, compared to exhibits, samples or catalog illustrations and catalog information, are reserved, as are deviations in dimensions and dimensional data of the delivered goods compared to exhibits, samples or catalog information that are customary in the trade and reasonable for the contractual partner.
b. In the case of case furniture, the wood designation refers to visible front surfaces. The use of other suitable materials is permitted.
c. Reasonable technical modifications, in particular within the framework of the current state of the art, which do not or not significantly influence and/or impair function and appearance, such as fittings or similar, do not in principle constitute a defect under warranty law.
4. if the delivered item is defective, nonjoo may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). If the type of supplementary performance chosen by nonjoo is unreasonable for the contractual partner in the individual case, they can reject it. The right of nonjoo to refuse subsequent performance under the statutory conditions remains unaffected.
5. nonjoo is entitled to make the subsequent performance owed dependent on the contractual partner paying the purchase price due. However, the contracting party shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.
6. the contracting party shall give nonjoo the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the contracting party shall return the defective item to nonjoo upon request in accordance with the statutory provisions. Subsequent performance does not include the disassembly, removal or uninstallation of the defective item or the installation, attachment or installation of a defect-free item if and insofar as nonjoo was not originally obliged to perform these services; claims of the contractual partner for
The contractual partner's claims for reimbursement of the corresponding costs (so-called removal and installation costs) remain unaffected.
7. nonjoo shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, dismantling and installation costs, in accordance with the statutory provisions and these VLZB, if a defect actually exists. Otherwise
nonjoo may demand compensation from the contractual partner for the costs arising from the unjustified request to remedy the defect, provided that the contractual partner knew or was negligently unaware that
there is actually no defect.
8. claims of the contractual partner for damages or reimbursement of futile expenses shall also only exist in the case of defects in accordance with Section IX and are otherwise excluded.
9. notwithstanding the statutory provisions, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. This limitation period shall also apply to contractual and non-contractual claims for damages of the contractual partner which are based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the Contractual Partner under Section IX. of these VLZB and under the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.
VII Retention of title
1. nonjoo retains title to the goods sold until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
2. the goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The contractual partner must inform nonjoo immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties have access to the goods belonging to nonjoo (e.g. seizures).
3. nonjoo shall be 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 in the event of breach of contract by the contractual partner, in particular in the event of non-payment of the purchase price due. The demand for the return of the goods does not at the same time include the declaration of withdrawal; nonjoo is rather entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. In such cases, nonjoo may demand 25% of the purchase price as lump-sum compensation. The contracting party reserves the right to prove that nonjoo has not incurred any damages or only lower damages. nonjoo reserves the right to prove higher damages in individual cases. If the contractual partner does not pay the purchase price due, nonjoo may only assert these rights if nonjoo has previously set the contractual partner a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.
4. the contractual partner shall be authorized to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with clause VII.3 of these VLZB. In this case, the following provisions shall apply in addition.
5. the retention of title extends to the full value of the products resulting from the processing, mixing or combining of the goods, whereby nonjoo is deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, nonjoo shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.
6. the contracting party hereby assigns to nonjoo by way of security the claims against third parties arising from the resale of the goods or the product in total or in the amount of the co-ownership share in accordance with clause VII.5. nonjoo accepts the assignment. The obligations of the contractual partner stated in Clause VII.2. shall also apply with regard to the assigned claims.
7. the contracting party shall remain authorized to collect the claim in addition to nonjoo. nonjoo undertakes not to collect the claim as long as the contracting party meets its payment obligations to nonjoo, there is no deficiency in its ability to pay and nonjoo does not assert the retention of title by exercising a right in accordance with Clause VII. 3. If this is the case, however, nonjoo may demand that the contracting party discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, in this case nonjoo is entitled to revoke the authorization of the contractual partner to resell and process the goods subject to retention of title.
8. if the realizable value of the securities exceeds the claims of nonjoo by more than 10 percent, nonjoo shall release securities of nonjoo's choice at the request of the contracting party.
VII. catalogs, brochures
Catalogs, illustrations, plans, price lists, hardware or software (e.g. configurator, etc.), door samples, etc. provided by nonjoo are protected by copyright and are the property of nonjoo. These may not be passed on to third parties nor may their content be disclosed unless nonjoo has expressly agreed to this in writing. The sales documents made available to the contracting party by nonjoo must be returned to nonjoo immediately upon request. The right to assert claims for damages in the event of non-compliance is expressly reserved.
VIII. General limitation of liability
1. unless otherwise stated in these VLZB including the following provisions, nonjoo shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
2. nonjoo shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, nonjoo shall only be liable, subject to statutory limitations of liability (e.g. care in own affairs, insignificant breach of duty), for damages resulting from injury to life, body or health and for damages resulting from the breach of an essential contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner
In this case, however, liability is limited to compensation for the foreseeable, typically occurring damage.
3. the limitations of liability arising under clause IX.2 shall also apply to third parties and in the event of breaches of duty by persons (including in their favor) whose fault nonjoo is responsible for under statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the contractual partner under the Product Liability Act.
4. the contractual partner can only withdraw from the contract due to a breach of duty that does not consist of a defect if nonjoo is responsible for the breach of duty. Otherwise, the statutory requirements and legal consequences shall apply.
IX. Applicable law and place of jurisdiction
1. the contractual relationship between nonjoo and the contractual partner, including these VLZB, shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. if the contractual partner 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 - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the place of business of nonjoo.
place of business of nonjoo.
The same shall apply if the contractual partner is an entrepreneur within the meaning of § 14 BGB (German Civil Code). nonjoo shall, however, also be entitled to bring an action at the place of performance of the delivery obligation.
in accordance with these VLZB or an overriding individual agreement or at the general place of jurisdiction of the contractual partner. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
3. insofar as the contract or these VLZB contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these VLZB if they had been aware of the loophole.