GENERAL TERMS AND CONDITIONS OF SUPPLY OF DISTRIBUTION SERVICES (DS) OF NORMA GROUP
Exclusively for use with business persons acting in the course of business when concluding the contract via the NORMA Group online shop.
1 - Scope of Application
1.1 The present General Terms and Conditions of Supply of Distribution Services (“DS Terms”) shall apply exclusively to all contracts concluded between the NORMA Distribution Center GmbH (Unterm Ohmberg 24, 34431 Marsberg; HRB 2209; VAT: DE 813209435) (hereinafter referred to as "NORMA") via this online shop (hereinafter referred to as “NORMA Online Shop”)and the Purchaser concerning the purchase of movable items (“Products”) and any services related to the purchase of Products (“Services”).
1.2 References by the Purchaser to its own general terms and conditions are hereby rejected. Any purchase order of Purchaser containing or referencing conflicting, different or additional terms, conditions or provisions shall not constitute a waiver, alteration or modification of the present DS Terms. Upon placing an order by Purchaser via the NORMA Online Shop, but by no later than the receipt of the delivery of the ordered Products or Services, Purchaser recognizes the sole binding nature of these DS Terms. They are an integral part of every contract, quotation or offer of NORMA.
1.3 Any deviating, contradictory or supplementary general terms and conditions, even if known or not expressly objected to by NORMA, shall not become a part of the contract, unless their application has been expressly agreed in writing.
2 - Registration as User
2.1 Purchaser registration for the NORMA Online Shop will be made free of charge. A claim for an admission to the NORMA Online Shop does not exist. Only natural persons and legal persons under public laws of full legal capacity shall be eligible. Purchaser shall send a copy of its identity card, its VAT-ID-registration number and trade register excerpt and provide NORMA with documentation of its registration with the appropriate company’s registry on NORMA’s request. For admittance Purchaser shall electronically fill out the application form on the NORMA website and send it to NORMA. The information required for application shall be given by Purchaser complete and truthful. With its application, Purchaser chooses a passwordPurchaser is obliged to keep the password secret and not to disclose it to third parties.
2.2 Apart from Purchaser’s declaration of consent with the applicability of these DS Terms, the Purchaser registration is not linked to any other obligations. Purchaser can request deletion of its account via e-mail to NORMA (firstname.lastname@example.org) at any times. Purchaser shall not be obliged to buy any of Products and Services only due to its registration.
2.3 If Purchaser’s personal information shall change, Purchaser itself shall be responsible for to update such information. All amendments can be made online under „My account “after the log in.
3 - Data Protection
3.1 Both NORMA and Purchaser shall always undertake to observe and comply with the applicable European data protection regulations in the form of the DSGVO as well as the applicable national rules on data protection.
4 - Offer and Conclusion of Contract
4.1 By clicking „Order with obligation to pay“ in the last step of the order process for the Products or Services, the Purchaser makes a binding offer to purchase the Products displayed in the order overview and/or for booking of the Services listed in the order overview. After submitting the order, Purchaser will receive a receipt of the order via e-mail, which however does not constitute the acceptance of Purchaser’s contract offer.
4.2 A binding contract only comes into force upon a formal notice of acceptance of order by means of a separate email or dispatch the Products and/or Services by NORMA. Emails and an exchange via the Electronic Data Interchange (EDI) shall satisfy the form requirement of this Clause.
4.3 In the NORMA Online Shop, Purchaser can select Products for purchase and/or Services for booking by placing them in the shopping cart via a click on the respective button. To finish the order, Purchaser will be guided from the shopping cart through the remaining part of the order process. Following the product selection in the shopping cart and the specification of all required order and address data in the subsequent step, Purchaser can click „Next“ to access a page that summarizes the most important product details including the costs that will be incurred. Until this stage, Purchaser can correct the input or decide not to enter the contract. Only by subsequently clicking the „Order with obligation to pay“ button, Purchaser places a binding order in the meaning of clause 4.2 above.
5 - Information on Adjustments
To place an order, Purchaser shall start by placing the desired Products and/or Services in the shopping cart. There Purchaser may modify at all time the desired quantity or delete Products and Services completely. If Purchaser has placed Products and Services in the shopping cart, by clicking on the buttons „Next“ Purchaser will get first to a website where Purchaser may enter its data and then may choose the shipping and payment method. Input can be reviewed on the overview page that will open up. To correct input errors (e.g. with respect to the payment method, data or quantity), Purchaser shall click „Edit“ next to the respective field. To cancel the order process, Purchaser can simply close the browser window. By clicking the confirmation button „Order with obligation to pay“, Purchaser’s declaration becomes binding in the meaning of clause 4.2 above.
6 - Storage of the contract text
Purchaser will receive the contractual provisions together with information on the Products ordered and/or Services booked including these DS Terms and the information on the right of revocation by e-mail upon acceptance of the contract offer together or together with the notification thereof this. NORMA does not store the contractual provisions for Purchaser.
7 - Documents, Release of Drawings
7.1 NORMA shall be the exclusive owner and reserves all rights, but without limitation, property rights and copyrights to its sales documents (including, but not limited to, drawings, illustrations, specifications or other documentation relating to the Products). They must neither be exploited nor made available to third parties without prior written approval by NORMA and must be returned to NORMA without undue delay upon request. If quotations, offers or order confirmations refer to NORMA's product catalogue or brochure material, only the most recent released version thereof shall be relevant.
7.2 NORMA reserves the right to assign any claims arising from the business relationship with the Purchaser to any third Party.
8 - Delivery Dates, Delay, Force Majeure
8.1 NORMA shall deliver the goods pursuant to the agreements made. Arising shipping costs are listed in the product description and are billed separately. Delivery dates and delivery periods are only binding if they have been confirmed by NORMA in writing.
8.2 If NORMA does not deliver the Products at all or not according to the contract, Purchaser shall set a grace period of at least 4 weeks. Otherwise Purchaser is not entitled to withdraw from the contract.
8.3 NORMA shall be entitled to make partial deliveries on justified grounds if such partial deliveries are reasonable to Purchaser.
8.4 Unforeseeable and unavoidable events outside of NORMA's sphere of influence for which NORMA bears no responsibility (such force majeure, war, as epidemics, natural disasters, strikes, lock-outs, governmental measures, scarcity of energy and raw materials, damage from fire and explosions, traffic and operational disruptions, cyber-attacks, sovereign acts or similar events) shall dis- charge NORMA from its duty to make timely delivery for their duration. Agreed periods shall be extended by the duration of the disruption; the Purchaser shall be informed by NORMA without undue delay upon becoming aware of such disruption in an appropriate manner of the occurrence of the disruption. If the end of the disruption is not foreseeable or should it last for more than two months, each Party is entitled to cancel the con- tract with respect to the affected scope of performance.
9 - Prices
9.1 The prices as stated in the NORMA Online Shop are fixed prices.
9.2 All Prices of NORMA are stated ex-work, including one-way packaging, excluding any other costs for shipping and/or insurance costs which shall be calculated separately and added at cost price.
9.3 Prices do not include V.A.T. or any other incurred taxes and expenses which will be shown separately on the invoice in the respective legally applicable amount.
10 - Payment, Payment Default, Insolvency
10.1 NORMA’s invoices shall become due for payment without any deduction within 30 days following the receipt of invoice by Purchaser unless otherwise agreed in writing. If this period for payment expires without success, Purchaser shall be in default.
10.2 Purchaser is only entitled to a set-off, if his counterclaim has been finally adjudicated or is uncontested and is based on the same contract and is uncontested or finally adjudicated.
10.3 In the event that the Purchaser is in default with his payments, NORMA shall be entitled to demand default interest in the statutory amount. The assertion of a claim for further damage caused by such default of payment shall remain unaffected.
10.4 In case of default NORMA shall be entitled to call due any ac- counts not yet due in the current business relationship with Purchaser.
10.5 If NORMA becomes aware of the risk that Purchaser may possibly not be able to perform after the conclusion of contract, NORMA is entitled to make any still outstanding deliveries only against advanced payment or provision of security. If the advanced payments or securities have not been provided even after the expiration of a reasonable grace period, NORMA may cease making delivery until the advanced payments have been made or the securities have been provided or rescind all of the affected contracts in full or in part. NORMA’s assertion of fur their rights shall remain unaffected.
10.6 Payment by Purchaser shall only be deemed effected if NORMA can dispose of the amount.
11 - Shipment, Passage of Risk, Insurance, Excess Deliveries
Sections 11.1 to 11.3 shall only apply if and to the extent the Par- ties have not agreed on the Incoterms or the Incoterms do not provide a corresponding provision:
11.1 To the extent the Parties have not agreed otherwise, deliveries by NORMA shall be “Ex Works NORMA.
11.2 If the Parties have agreed upon but not specified in detail the delivery of Products, NORMA will determine means of transport and freight forwarder or shipper accordingly. The Products shall be delivered or provided by NORMA in standard packaging and with no corrosion protection.
11.3 Risk shall pass to Purchaser upon delivery of the Product to the shipping company or to Purchaser himself. Should delivery or shipment be delayed on grounds for which Purchaser is responsible, risk shall pass to Purchaser on the date of the notification of the readiness of the Product for shipment.
11.4 Upon shipment of the Products by NORMA, NORMA will insure the Products at the request of Purchaser and at his costs against damages in transit, breakage, fire and accident.
12 - Retention of Title
12.1 The goods shall remain the property of NORMA until full payment. If Purchaser falls behind with the payment more than 10 days after due date, NORMA reserves the right to withdraw from the contract and to reclaim the Products.
12.2 Purchaser is entitled to resell the goods under retention of title. In this case, Purchaser already transfers all claims resulting from this resale to NORMA in the amount of the invoice value, regardless if this resale takes place before or after a possible processing of the Products delivered under retention of title. Notwithstanding NORMAs authority to collect the claim itself, Purchaser remains entitled to collect the claim even after the transfer. In this context, NORMA undertakes not to collect the claim itself as long and if Purchaser is not in default in payments, no filing for insolvency proceedings or other proceedings against its assets exists and if no cessation of payments is given. If the abovementioned securities exceed the claims to be secured by more than 10 %, NORMA is obliged to release the securities on Purchasers request at NORMAs discretion.
13 - Complaints
13.1 Purchaser’s rights because of defects in the Products (cf. Clause 14 below) require that the Purchaser inspects the Products upon delivery and notifies NORMA without undue delay in writing by indicating the relevant invoice number, but by no means later than one (1) week after delivery; obvious / apparent transport damages and incomplete or obviously false deliveries must be reported to NORMA in writing in each case without un- due delay. Hidden defects must be reported to NORMA in writing without undue delay upon their discovery.
13.2 The notice of defect shall contain a description of the defect and the shipping note number in order to enable NORMA to al- locate the delivery in question.
13.3 In the case of each notice of defect, NORMA shall have the right to inspect and test the rejected Product. For this purposes Purchaser will grant NORMA the required period of time and opportunity to exercise such right. NORMA may also demand from Purchaser that he returns the rejected Product to NORMA at NORMA's expense.
14 - Rights in the Case of Defects/Warranty
14.1 The Product shall upon the passage of risk comply with:
- the agreed quality; the agreed quality shall exclusively be determined by the specification made by NORMA in the NORMA Online Shop description with regards to the characteristics, features and characteristics of performance of the Product and the agreed quality as stated in the written order confirmation issued by NORMA,
- NORMA will not assume any general warranty for the fitness of its Products for certain purposes of use pursued by Purchaser unless NORMA has explicitly warranted the fitness of the Product for the intended purpose of use in writing.
- Purchaser is solely responsible for the decision on whether a Product that complies with the agreed Quality Specifications is fit for a certain purpose and for the nature of its use.
14.2 Information on NORMA's Web site or in the informational materials provided to Purchaser by NORMA, as well as the information describing the Product, shall not be understood as a specific guarantee for a particular quality of the Product; any such quality guarantees must be expressly agreed upon in writing.
14.3 In the following circumstances any warranty rights of the Purchaser against NORMA are excluded:
- improper or incorrect use of the Product,
- inaccurate installation or putting-into operation of the Product by Purchaser or any third party,
- normal wear and tear of the Product and its consumables.
- incorrect or improper service and maintenance and/or handling of Product according to the instructions of NORMA.
- any chemical, electro-chemical and/or electrical influences NORMA is not responsible for.
14.4 NORMA shall remedy defects at its own election by removing the defect or by delivery of a replacement free from any defect, both free of charge to Purchaser (together: "Supplementary Performance").
14.5 NORMA shall bear the costs of transport, travel, labor and materials which accrue for the purpose of Supplementary Performance. If the notice of defect proves to be unjustified due to willful misconduct or gross negligence and if Purchaser was aware of this fact prior to notifying the defect, Purchaser shall be liable to NORMA for the reimbursement of all the expenses (e.g. travel and shipping costs) and damages incurred in this context.
14.6 NORMA shall be entitled to refuse Supplementary Performance, if such Supplementary Performance is only possible upon unreasonable costs. The assessment, if such costs are unreasonable is based on the circumstances of each single case. Indications for such disproportion of costs being on hand shall be especially, if the costs of the chosen kind of Supplementary Performance exceed by at least 20 % compared to the costs for the alternative kind of Supplementary Performance (so-called relative disproportion) or if the costs for Supplementary Performance exceed by 150% of the value of a defect-free Product or by 200 % of the defect-based reduced value of the Product (so-called absolute disproportion).
14.7 Should the Supplementary Performance fail, should such remedy be unreasonable for Purchaser or should NORMA have re- fused Supplementary Performance pursuant to Clause 14.6 above or Section 439 subs. 4 of the German Civil Code, Purchaser may, at his option in accordance with the statutory pro- visions, rescind the contract, reduce the purchase price and/or claim damages pursuant to Clause 15 or the reimbursement of his expenses.
14.8 The limitation period for Purchaser's rights due to defects shall be 12 months from the delivery of the Product to Purchaser. The statutory limitation periods shall apply for Purchaser's claims for damages due to reasons other than defects of the Product and with respect to Purchaser's rights in the event of the fraudulent nondisclosure of defects or defects caused by willful mis- conduct, as well as in the case of Products that have been used for structure works in accordance with their customary manner of use and have caused the defectiveness of such structure.
15 - Limitation of liability, Product Liability
15.1 For the breach of material contractual duties or "cardinal duties" caused by slight negligence, the amount of NORMA's liability shall be limited to the typically foreseeable damage at the time of entering into the contract. Material contractual duties (or cardinal duties) are those duties which create the legal position for Purchaser that the content and purpose of the contract was specifically supposed to grant to him, as well as those duties whose performance make the orderly fulfillment of the contract possible in the first place and upon the performance of which Purchaser regularly relies and may regularly rely.
15.2 NORMA shall not be liable for the slight negligence breach of contractual duties other than those stated in Clause 15.1 above.
15.3 In all other respects, Purchaser's statutory claims to damages shall remain unaffected; in particular, NORMA shall be fully liable in the event of willful misconduct and gross negligence.
15. 4 Unless otherwise stated in these DS Terms there shall be no liability for either Party towards the other Party for loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect damages whatsoever.
15.5 Based on the current state of art, data communication via internet cannot be guaranteed to be error-free and/or available at any time. NORMA is not liable for constant and continuous availability of its online trading system and Norma Online Shop. The same applies to any damage incurred by the user of the NORMA Online Shop due to the NORMA website being unlawfully infected by third parties with malware, trojans and/or other types of damaging software.
15.6 The NORMA Online Shop contains links to external websites of third parties, on whose contents we have no influence. Therefore, NORMA cannot assume any liability for these external contents. The respective provider or operator of the sites is always responsible for the contents of the linked sites. The linked pages were checked for possible legal violations at the time of linking. Illegal contents were not identifiable at the time of linking.
15.7 However, a permanent control of the contents of the linked pages is not reasonable without concrete evidence of a violation of the law. If NORMA becomes aware of any infringements, NORMA will remove such links immediately.
15.8 The above-mentioned limitations of liability in Clauses 15.1, 15.2 and 15. 4 do not apply in case of mandatory statutory liability (including, but not limited to the Product Liability Act), or in the case of culpable personal injury or damage to health, or loss of life when these can be attributed to NORMA, guarantees given by NORMA or fraudulently undisclosed defects.
15.9 If Purchaser sells the Product, he shall indemnify NORMA within their internal relationship from any product liability claims of third parties in whole or partially, provided he is responsible for the defect causing such liability.
16 - Disputes and Applicable Law
16.1 The competent court of jurisdiction of Frankfurt am Main is the exclusive court of jurisdiction for all disputes arising under the contractual relationship. NORMA is entitled, however, to sue Purchaser at any other court having statutory jurisdiction.
16.2`These DS Terms and the relevant contract have to be construed according to the laws of Germany, excluding, however, the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
17 - Confidentiality, Final Provisions
17.1 If a provision of the contract and/or these DS Terms, should be or become invalid as a whole, or in part then this does not affect the validity of the remaining provisions.
17.2 The Parties undertake in such case to replace the invalid provision by such valid provision that comes as close as possible to the commercial purpose of the invalid provision.
17. 3 Purchaser may not assign his claims against NORMA to third parties without the written consent of NORMA.
17.4 Changes and supplements to the contract between NORMA and Purchaser and/or to these DS Terms and side agreements must be in writing. This shall also apply to modifications of this writ- ten form requirement.
18 - Anti-Corruption and Anti-Money Laundering Contractual Provisions
18.1 Purchaser represents and warrants to NORMA that:
18.1.1 in carrying out its responsibilities under any contract including these DS Terms, neither Purchaser nor any director, officer, employee, agent, or shareholder thereof shall, directly or indirectly, pay, promise to pay, or authorize the payment of any money, or give, promise to give, or authorize the giving of anything of value to any official or employee of any government, or of any agency or instrumentality of any government (including any official or employee of the country of use or of any of its agencies or instrumentalities or political subdivisions) or of any of its agencies or instrumentalities or political subdivisions), or to any political party or official thereof, or to any candidate for political office (including any party, official, or candidate in the country of use), or to any official or employee of any public international organization, for the purpose of influencing any act or decision of such official or employee or otherwise promoting the business interests of NORMA in any respect. Purchaser further represents and war- rants that no payment, authorization, promise, or gift of the sort described in this paragraph has been made prior to the date of the relevant contract (including these DS Terms).
18.1.2 Neither Purchaser nor any of its subsidiaries, directors, officers, employees or agents, shall use Purchaser's relationship with NORMA to attempt to disguise the sources of illegally-obtained funds. Purchaser further represents and warrants that no such attempt of the sort described in this paragraph has been made prior to the date of the relevant contract (including these DS Terms).
18.1.3 Purchaser agrees to comply with the terms of NOR- MA's Code of Conduct and its sub-policies which can be found on NORMA's website www.normagroup.com/corp/en/compliance/, as amended from time to time by NORMA.
18.2 Notwithstanding any other provision of these DS Terms, NORMA may immediately suspend the relevant contract, and any payments required under the relevant contract (including these DS Terms), in the event it should receive information which it determines in good faith and in its sole discretion to be evidence of a breach by Purchaser of any undertaking in subsections 18.1.1, 18.1.2, or 18.1.3 above.
18.3 In the event of receipt of such evidence and/or such suspension, NORMA shall have the right to audit Purchaser in order to satisfy itself that no breach has occurred, and Purchaser shall fully cooperate with any such audit or related inquiry by NORMA. NORMA shall consult with Purchaser and may thereafter immediately terminate the relevant contract (including these DS Terms) by written notice, effective immediately, if NORMA, acting in good faith and in its sole discretion, is reasonably satisfied that such a breach has occurred, or that Purchaser has failed to cooperate fully with NORMA's audit or related inquiry.
18.4 In no event shall NORMA be obligated to take any action under a contract and/or these DS Terms if NORMA, acting in good faith and in its sole discretion, believes that to do so would cause NORMA to be in violation of any nation's or territory's laws, including but not limited to the U.S. Foreign Corrupt Practices Act.