1. General
https://www.karuun.com
Jägerstraße 23, 88353 Kißlegg
Registry court Ulm HRB-No. 741860
Tel: +49 7563 9138401
Fax: +49 7563 9138402
Email: info@outforspace.com
2. Scope
2.1 These General Terms and Conditions (“GTC”) defined by karuun GmbH (“karuun”) apply to all karuun deliveries and services. The GTC form part of all contracts concluded between karuun and its contract partners (“Contract Partner”). The GTC also apply to all future deliveries, services or offers to the Contract Partner, even if they are not agreed again separately.
2.2 Any conflicting or deviating terms and conditions set down by the Contract Partner are only binding for karuun if karuun expressly acknowledges them in writing. In particular, karuun is not obliged to object to contract forms or terms and conditions set down by Contract Partners, even if the validity of these terms and conditions is named as an express condition for the conclusion of the business transaction.
3. Offer and contract
3.1 All offers made by karuun are subject to change and are non-binding, unless they are expressly marked as binding. This also applies if karuun has provided the Contract Partner with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents – regardless of whether in paper or electronic form. karuun reserves the property rights and copyrights to these documents.
3.2 karuun will prepare an offer for the customer based on the Contract Partner’s order form. The contract is formed when the Contract Partner agrees to the offer. The Contract Partner must agree in writing or text form within 4 weeks of receiving the offer by karuun. At the latest, the time limit begins on the 4th day after the offer has been sent. If the Contract Partner does not accept the offer within this time limit, it will be considered a new offer, and karuun will therefore no longer be bound to its original offer.
3.3 The legal relationship between karuun and the Contract Partner is governed solely by the contract concluded under clause 3.2, including these GTC. This completely reflects all agreements between the parties.
3.4 Verbal agreements and promises made by karuun, supplements and amendments to the contract including these GTC must be confirmed in writing by karuun to be effective. The written confirmation must be made by a managing director or an authorised signatory of karuun.
3.5 The information contained in pricelists, catalogues, advertising media and on the website about services provided by karuun does not constitute an offer.
3.6 The Contract Party must make sure that the personal data it provided on the order form is accurate and that emails are delivered to karuun correctly. The Contract Partner must disclose any changes in writing or text form without delay.
4. Invoices, due dates, default in payment/delayed acceptance by the Contract Partner, offset, right of retention
4.1 Invoices and due dates
4.1.1 karuun must issue a separate invoice for each service/partial service.
4.1.2 Agreed payment periods begin on the day the invoice is received by the Contract Party, but no later than on the 4th day after the invoice has been sent.
4.1.3 Unless otherwise agreed, advance payments made when the contract is entered into are offset against individual partial deliveries on a pro rata basis.
4.1.4 Unless otherwise agreed, payment claims are due within 30 days, calculated from the respective invoice date. No discount will be granted.
4.1.5 karuun is entitled to perform or render outstanding deliveries or services only against advance payment or the provision of a security deposit.
4.1.6 Payments may be offset against the oldest due claim, even if the Contract Party has stipulated otherwise. Remarks to the contrary, e.g. on payment receipts, do not apply.
4.2 Default by the Contract Party
4.2.1 In the event of default in payment, the Contract Party undertakes to pay default interest at a rate of 9% p.a. The assertion of higher interest and further damages in the event of default remains unaffected.
4.2.2 If the Contract Partner’s acceptance is delayed, if they fail to cooperate or if the delivery is delayed for other reasons for which the Contract Partner is responsible, karuun is entitled to claim additional expenses. In this case, karuun will charge a flat-rate compensation of 0.25% of the invoice amount per calendar week. The proof of higher additional expenses by karuun or of lower additional expenses by the Contract Partner is possible. The lump sum is credited against further monetary claims.
4.3 Offset, right of retention
The Contract Partner is only entitled to offset claims or exercise a right of retention if the claims are undisputed, or if they are disputed but ready for decision or are legally effective.
5. Prices
5.1 The prices apply to the scope of services and deliveries listed in the offer. Additional or special services are charged separately. The information contained in catalogues, brochures, circulars, advertisements, illustrations and pricelists etc. or resulting from samples concerning weight, dimensions, capacity, price, performance and similar are only authoritative if they are expressly referred to in the offer.
5.2 Prices are generally per square metre, but can also be quoted as unit prices.
5.3 The prices quoted are ex-warehouse prices. Costs for packaging, shipping, insurance and customs duties (see clause 6.2.4 of these GTC) are not included. karuun will insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks only upon the express request of the Contract Partner in writing or text form and at the Contract Partner’s expense.
5.4 Standard deliveries are made to the “curb”. Costs for further deliveries and express deliveries are to be agreed separately.
5.5 All prices are subject to value added tax at the statutory rate.
6. Delivery, place of performance, transfer of risk
6.1 Deliveries are made from the main warehouse. In-stock goods are delivered as soon as the shipment in accordance with the orderly course of business permits.
6.2 Provided karuun has agreed to the shipment, the following applies:
6.2.1 For deliveries within Germany, karuun will attend to all formalities required to process the shipment. Insofar as necessary, the Contract Partner must provide the required documents and information without delay. karuun will provide the Contract Party with the loading list and the consignment number, if possible.
6.2.2 karuun may choose the packaging and method of shipment. The Contract Partner must cover the packaging costs (see clause 5.3 of these GTC). The Contract Partner is responsible for properly disposing of the packaging if it remains with them.
6.2.3 Standard deliveries are made to the “curb”. The Contract Party is responsible for the unloading of all goods, unless expressly agreed otherwise.
6.2.4 If the delivery address is outside of Germany, the Contract Partner must bear all costs associated with the delivery, such as customs duties and taxes, and must obtain and provide karuun with any necessary export licences at its own expense. karuun is not liable for the admissibility of the export of the goods and their compliance with the legal and technical regulations of the importing country, but also not for their compliance with the technical state in the importing country. The Contract Partner must indemnify and hold karuun without recourse and without compensation against any shipping or customs costs incurred.
6.3 Partial deliveries
karuun is only entitled to make partial deliveries if (i) the partial delivery is usable for the Contract Partner within the scope of the purpose of the contract, (ii) the delivery of the remaining ordered goods is guaranteed and (iii) the Contract Partner does not incur significant additional expenses or costs as a result, unless karuun agrees to bear these costs.
6.4 Samples
The Contract Party must cover the expenses for samples. If the samples are not accepted, they must be returned carriage paid within eight days or by the agreed date. If sample goods depreciate in value because they are not returned on time or because they are returned damaged, the Contract Partner must bear the damages.
6.5 Delivery periods, default by karuun
6.5.1 Deadlines and dates for deliveries and services are only binding if they have been expressly agreed upon. If an agreement about shipment has been reached, delivery periods and dates refer to when the goods are handed over to the carrier or other third party commissioned to transport the goods.
6.5.2 karuun is not liable for impossibility of delivery or for delays in delivery if they are caused by force majeure or other events unforeseeable at the time when the contract is concluded for which karuun is not responsible, e.g. disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lock-outs, shortage of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures, non-delivery, incorrect delivery or late delivery by suppliers, natural disasters, pandemics.
If such events make the delivery or performance substantially more difficult or impossible for karuun and the hindrance is not only of a temporary nature, karuun is entitled to withdraw from the contract.
If the hindrance is of a temporary nature, the delivery or service deadlines will be extended or postponed by the period of the hindrance plus a reasonable restarting period. To the extent that the Contract Partner cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by immediately notifying karuun in writing or text form. The Contract Partner must state the reasons for withdrawal in the notice of withdrawal.
Withdrawal must be made in writing or text form vis-à-vis the respective Contract Partner.
karuun must inform the Contract Party of any deviations.
6.5.3 If karuun is in default with a delivery or service or if a delivery or service becomes impossible for karuun to fulfil, for whatever reason, karuun’s liability for damages is limited under clause 9 of these GTC.
6.6 Place of performance
The place of performance for all obligations arising from the contractual relationship is karuun’s registered office. If karuun is also responsible for the installation, the place of performance is where the installation is carried out.
6.7 Transfer of risk
If the goods are sent to the Contract Party at their request, the risk of accidental loss and accidental deterioration of the goods transfers to the Contract Party when the goods are handed over to the carrier or other third party commissioned to ship the goods (in which case the start of the loading process is the decisive factor). This also applies in the case of partial deliveries. This also applies if the goods are not shipped from the place of performance. If the shipment or handover is delayed due to a circumstance caused by the Contract Partner, the risk transfers to the Contract Partner from the day on which the goods are ready for shipment and on which karuun has notified the Contract Partner thereof.
If karuun has assumed further obligations, such as the installation, the risk of accidental loss and accidental deterioration of the goods is transferred when the installation is completed.
Storage costs after the transfer of risk are borne by the Contract Partner. If karuun stores the goods, the storage costs amount to 0.25% of the invoice amount of the goods to be stored per expired week. If the Contract Partner proves that the usual storage costs are lower, karuun will charge the lower amount.
7. Product composition
7.1 Delivery condition
7.1.1 The goods only offer the safety that can be expected on the basis of approval regulations, operating, assembly and operating instructions, regulations set by karuun on the handling of the goods (in particular with regard to prescribed inspections) and other instructions given.
7.1.2 Information provided by karuun about the goods (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as the representations of the same (e.g. drawings and illustrations) are only approximations, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but rather descriptions or markings of the goods. 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 with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.
7.1.3 If lengths or widths are expressed by specifying the lower upper dimensional limits to be complied with (“from…to… dimensions”), e.g. length 2500 – 2530 mm, width 300 to 340 mm, karuun has the option to deliver any dimensions within the specified dimensional limits. karuun will, however, endeavour to achieve an average length or an average width corresponding to the minimum dimension plus/minus approximately 1/3 of the agreed difference.
7.1.4 If the delivery of “average dimensions” or additions, such as “approx.”, “about” or “~” have been agreed, dimensions of up to 10% below or above are permissible. In the case of oversizes or undersizes of up to 5% of the total quantity, a maximum of 20% below or above is allowed.
7.1.5 With the special “galvanised” version of the product, different length dimensions (distance between galvanisations) can occur consecutively. The distance between the galvanisations is not fixed.
7.1.6 If an agreement about average lengths has been reached, by default all the lengths (total running metres) are divided by the number of pieces, irrespective of the widths. The same applies to the average widths.
7.1.7 karuun uses a natural raw material to make its products. It is subject to climatic changes, such as ambient humidity, heat and exposure to light. These variations can affect the colour of the material or the dye/colour pigment in different ways. Its natural properties, deviations and characteristics must always be taken into account. In particular, the Contract Party takes into account its biological, physical and chemical properties when purchasing and using it. The range of differences in natural colour, structure and other variations is part of the natural product’s properties and does not constitute a reason for complaint or liability.
7.1.8 Since it is a natural product, the delivered product may show deviations in colour or property compared to samples. Especially if the same order/delivery is made with material from different batch numbers, the end product may show deviations in colour or property. Such deviations do not constitute a defect.
7.1.9 Visible adhesive residues (partly superficial, partly linear or punctual) can occur due to the production process and do not constitute a reason for complaint or liability.
7.1.10 The seller is not liable for defects in externally intact material which are not externally recognisable, even during or after processing, and for any consequences arising from it, unless the seller has fraudulently concealed the defect or is guilty of gross negligence or has expressly assumed liability for it.
7.1.11 The length is measured from 1 cm to 1 cm. In the case of non-tiled packages, the top sheet is the decisive factor for width.
7.1.12 For gross defects, such as (i) extensive rotten spots (e.g. along a panel measuring 2-3 cm in width and 2.5 m in length) with clear differences in colour, (ii) large-scale defects, areas with holes, thin areas which are open or which display clear structural weaknesses or (iii) discolourations, areas with large holes greater than 3 mm in diameter and, in the case of capillary-dyed goods, if less than 50% of the piece has dyed capillaries, a reduction is offered which corresponds to the length and width of the defective piece.
7.1.13 No reductions are offered for defects of any kind in a longitudinal direction which run straight or measure less than 1 cm in width, defective spots/areas with holes, thin areas which are open or which display clear structural weaknesses over an area of <50 cm² or straight cracks running longitudinally to the format or several small cracks at the format ends (< 30 cm in length). No deduction is offered for discolouration in capillaries, on smaller surfaces or in small holes, which may consist either of plant sap residues, adhesive residues or other impurities.
7.1.14 For blind, crossband or backing veneers with gross defects, such as (i) extensive rotten spots (e.g. along a panel measuring 2-3 cm in width and 2.5 m in length) with clear differences in colour, (ii) large-scale defects, areas with holes, or thin areas which are open or with clear structural weaknesses or (iii) discolourations, areas with large holes greater than 3 mm in diameter, in the case of capillary-dyed goods if less than 50% of the piece has dyed capillaries, or in the case of straight defects of any kind which run lengthwise to the format with a width greater than 1 cm, no deduction is made in the length and width corresponding to the defective piece.
7.1.15 Unless otherwise agreed, karuun does not vouch for any particular use.
7.2 Delivery quantities
7.2.1 Quantity descriptions, such as “circa”, “about”, “around” “~” and similar entitle karuun to deliver up to 10% more or less than the agreed quantity. The price is adjusted accordingly.
7.2.2 If the parties have only agreed on a minimum or maximum delivery quantity (“from…to…”), karuun is only obliged to deliver the minimum quantity, but is also entitled to deliver up to the intended maximum quantity.
7.2.3 In the case of standard dimensions, karuun is entitled to a tolerance of 5% upwards and downwards with regard to the agreed delivery quantities per item. In the case of fixed dimensions, the delivery quantity must not be less than the amount ordered. Any undersizes of up to 10% of the delivery quantity can be included in the delivery without a price reduction.
7.2.4 If the ordered veneer dimensions are not available, the Contract Partner’s agreement must be obtained before the goods with deviating dimensions are delivered.
7.2.5 The measure stated first always refers to the dimension along the grain direction, unless a different orientation is explicitly stated in the product description.
7.2.6 For karuun shine, the dimension along the grain direction is the thickness of the material and the third dimension which is specified is the thickness of the outside edge.
8. Acceptance, warranty
8.1 Acceptance
Insofar as an acceptance has to take place, the goods are deemed to have been accepted when:
(i) the delivery and, if karuun is responsible for the installation, the installation has been completed;
(ii) karuun has notified the Contract Partner of this with reference to the notional acceptance of the work under clause 8.1 (i) and has requested the Contract Partner accept the goods;
(iii) ten working days have passed since delivery or installation or the Contract Partner has started using the goods (e.g. has processed the goods) and in this case six working days have passed since delivery or installation and;
(iv) the Contract Partner has failed to accept the goods within this period for a reason other than a defect notified to karuun which makes the use of the goods impossible or significantly impairs their use.
8.2 Notices of defect/Notices of objection
The Contract Partner is obliged to carefully inspect the accepted goods and the rendered services without delay to ensure that they are free of defects and to assert any obvious defects in the goods in writing or text form without delay, but no later than 10 days after receipt of the goods. If and insofar as defects are obvious and have not been asserted within the deadline, warranty claims and claims for damages are excluded. With regard to other defects, the goods are deemed to have been approved by the Contract Partner if karuun has not received a notice of defect within seven working days from the time when the defect became apparent; however, if the defect was already apparent at an earlier time during normal use, this earlier time is the decisive factor for the notice of defect.
Each notice of defect must include an exact product designation as well as the delivery note or invoice number.
The notice of defect must give karuun the opportunity to examine and, where applicable, to verify the claimed defect (by consulting an expert, if necessary). The Contract Partner must not remove the goods from the intended storage location until karuun has secured evidence.
In the event of a complaint, the entire disputed delivery type, e.g. veneers of one thickness in different quality classes must remain undivided. If, however, veneers and blocks are loaded together and only the blocks are cause for complaint, the Contract Partner may make use of the veneers without further action.
Sample packs are not subject to complaint if average goods or goods which do not deviate significantly from the agreed quality are delivered. Even if there is a significant difference in quality, the claim to subsequent delivery and compensation for damages is excluded.
Obvious transport damage or missing goods must be reported to the carrier by the Contract Partner without delay. Also, claims must be made to karuun in writing or text form within 24 hours of delivery, stating the exact transport damage that has occurred and the number of damaged or missing goods. Otherwise, claims due to transport damage can no longer be made.
8.3 Defects
A defect (and any corresponding warranty claims) is only deemed to apply if the goods do not meet the quality described in clause 7. Furthermore, there is no defect if the goods are used contrary to the operating conditions, if the deterioration is due to wear and tear, or due to external influences such as moisture, UV radiation, heat or cold.
8.4 Rectification of defects
8.4.1 Location
Defects are rectified at karuun’s discretion at its business premises or the goods’ site of installation. karuun must bear the costs of having the faulty goods repaired or replaced. The rejected goods must be returned to karuun carriage paid at karuun’s request. If the notice of defect is justified, karuun must reimburse the costs of the most favourable shipping route; this does not apply if this entails an increase in cost because the goods are located somewhere other than the place of intended use. The Contract Partner may only return the goods unbidden if, after a three-week period, their attempts to contact karuun about returning the goods are unsuccessful.
8.4.2 Type
If the notice of defect is justified, karuun is free – provided the notice of defect is declared in time – to repair the goods or to deliver a replacement. If karuun is unable to do this, i.e. due to impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the Contract Partner may withdraw from the contract or to reduce the purchase price appropriately. karuun may decide whether to remedy the defect or to have it remedied by a third party.
8.5 Warranty period
The warranty period lasts one year from delivery or, insofar as acceptance is required, from acceptance in line with clause 8.1 of these GTC. This period does not apply to claims for damages against karuun in case of intent and gross negligence as well as in case of injury to life, body or health resulting from an intentional or negligent breach of duty by karuun or its vicarious agents. In these cases, the statutory limitation period applies.
8.6 Exemption/limitation of warranty
8.6.1 If karuun cannot remedy defects in other manufacturers’ components due to licensing or practical reasons, karuun will, at its discretion, assert its warranty claims against the manufacturers and suppliers on account of the Contract Partner or transfer them to the Contract Partner. Warranty claims against karuun exist in case of such defects under the other conditions and in line with these GTC only if the legal enforcement of the above claims against the manufacturer and supplier was unsuccessful or is futile, e.g. due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the Contract Partner against karuun is suspended.
8.6.2 The warranty ceases to apply if the Contract Partner modifies the goods or has them modified by third parties without karuun’s consent in writing or text form and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the Contract Partner bears any additional costs to remedy the defect which results from the change.
8.6.3 If the minimum value of the disputed goods is small in relation to the shipment’s total value, taking into account the type and quality of the product range, the Contract Party is only entitled to a price reduction.
9. karuun’s liability
9.1 karuun’s liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contractual negotiations and tort, is limited under clause 9, insofar as fault is relevant in each case.
9.2 karuun is not liable in the event of simple negligence, insofar as this does not involve a breach of essential contractual obligations. Essential contractual obligations are the obligation to deliver and install the goods on time, to keep the goods free from defects of legal and material defects which impair their functionality or usability more than insignificantly, as well as advisory, protective and custodial obligations which are intended to enable the Contract Partner to use the delivered goods keeping to the contract or which are intended to protect the life and limb of the Contract Partner’s personnel or to protect the Contract Partner’s property from significant damage.
9.3 To the extent that karuun is liable for damages under clause 9.2, this liability is limited to damages which karuun foresaw as a possible consequence of a breach of contract when the contract was formed or which it should have foreseen by exercising due care. Indirect damage and consequential damage resulting from defects in the delivered goods are also only eligible for compensation insofar as such damage is typically to be expected when the delivered goods are used for their intended purpose.
9.4 In the event of liability for simple negligence, karuun’s liability to pay compensation for damage to property and further financial losses resulting therefrom is limited to 5.000.000 EUR per claim, even if this involves a breach of essential contractual obligations.
9.5 The above exemptions and limitations of warranty apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of karuun.
9.6 Insofar as karuun 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 karuun, this is carried out free of charge and under exclusion of any liability.
9.7 The limitations of this clause 9 do not apply to karuun’s liability for (i) wilful misconduct, (ii) for guaranteed characteristics, (iii) for injury to life, body or health or under the Product Liability Act.
9.8 The assignment of warranty claims and claims for damages is not permitted.
10. Copyrights, property rights
10.1 If the delivered goods are legally protected, all copyrights, patent rights, trademark rights and all other industrial property rights in the goods as well as in other objects which karuun provides or makes accessible to the Contract Partner in the course of the contract initiation and formation exclusively belong to karuun with regard to the relationship between the Contract Partners.
10.2 Under clause 10, karuun is liable that the delivered goods are free from third party industrial property rights or copyrights. Each Contract Party must immediately notify the other party in writing or text form if claims are asserted due to the infringement of such rights.
10.3 If the delivered goods infringe a third party’s industrial property right or copyright, karuun will, at its discretion and expense, modify or replace the delivered goods in such a way that no third party rights are infringed any more, but the delivered goods continue to fulfil the contractually agreed functions, or procure the right of use for the Contract Partner by concluding a licence agreement with the third party. If karuun does not succeed in doing so within a reasonable period of time, the Contract Partner is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the Contract Partner are subject to the limitations of clause 9 of these GTC.
10.4 If karuun infringes the rights of goods produced by other manufacturers, karuun will, at its discretion, assert its claims against the manufacturers and upstream suppliers on account of the Contract Partner or transfer them to the Contract Partner. In such cases, claims against karuun only exist under clause 10 if the legal enforcement of the aforementioned claim against the manufacturers and sub-suppliers was unsuccessful or is futile, e.g. due to insolvency.
11. Retention of title
11.1 The following agreed retention of title serves to secure all of karuun’s existing current and future claims against the Contract Partner arising from the delivery relationship existing between the partners (including balance claims from a current account relationship limited to this delivery relationship).
11.2 The goods which karuun delivers to the Contract Partner remain the property of karuun until full payment of all secured claims. The goods, as well as the goods covered by the retention of title which take their place in line with the following terms, are referred to after this as “Retained Goods”.
11.3 The Contract Partner must store the Retained Goods for karuun free of charge.
11.4 The Contract Party is entitled to process and sell the Retained Goods in the ordinary course of business until the enforcement event (clause 11.9). Pledges and transfers of ownership as collateral are not permitted.
11.5 If the Retained Goods are processed by the Contract Partner, it is agreed that the processing is carried out in the name and on account of karuun as manufacturer and that the Contract Partner acquires direct ownership or – if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the Retained Goods – co-ownership (fractional ownership) of the newly created item in the proportion of the value of the Retained Goods to the value of the newly created item. In the event that the Contract Partner does not acquire such ownership, the Contract Partner hereby assigns its future ownership or – in the above-mentioned ratio – co-ownership of the newly created item to karuun as security. If the goods subject to retention of title are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, karuun must, to the extent that the main item belongs to it, transfer to the Contract Partner pro rata co-ownership of the uniform item in the proportion stated in p. 1.
11.6 If the Retained Goods are resold, the Contract Partner assigns to karuun as collateral the resulting claim against the buyer – if karuun co-owns the Retained Goods, it is in proportion to the co-ownership share. The same applies to other claims that take the place of the Retained Goods or which otherwise arise with regard to the Retained Goods, such as insurance claims or claims in tort in the event of loss or destruction. karuun revocably authorises the Contract Partner to collect the claims assigned to karuun in its own name. karuun may only revoke this direct debit authorisation in the event of enforcement.
11.7 If third parties gain access to the goods subject to retention of title, in particular by way of seizure, the Contract Partner must immediately notify them of karuun’s ownership and inform the Contract Partner in order to enable the Contract Partner to enforce its ownership rights. If the third party is not able to reimburse karuun for the judicial or extrajudicial costs incurred in this context, karuun’s Contract Partner is liable for these costs.
11.8 karuun must release the goods subject to retention of title and the items or claims replacing them to the extent that their value exceeds the amount of the secured claims by more than 10%. karuun may choose the items to be released.
11.9 If karuun withdraws from the contract because the Contract Partner behaves contrary to the contract – in particular defaulting on payment – (event of enforcement), karuun is entitled to demand the return of the Retained Goods.
11.10 The Contract Party undertakes to insure the Retained Goods adequately against fire, water and loss, in particular against theft. The Contract Partner is liable for the proper storage of the goods. Any claims against the insurer arising from the insured event are already assigned to karuun in advance. karuun hereby accepts the assignment.
12. Withdrawal
12.1 karuun may withdraw from the contract if
12.1.1 the Contract Partner becomes insolvent,
12.1.2 payments are suspended,
12.1.3 an insolvency petition is filed against the assets of the Contract Partner,
12.1.4 insolvency proceedings are opened or such proceedings are rejected for lack of assets,
12.1.5 in the cases of impossibility of the brokered goods,
12.1.6 and in cases of force majeure.
12.2 The right of withdrawal is excluded if karuun is responsible for the reason for withdrawal.
12.3 If karuun withdraws from the contract under clauses 12.1.1 to 12.1.4 or if an order cannot be executed for reasons for which the Contract Partner is responsible, the Contract Partner must pay karuun a lump-sum compensation of 15% of the respective purchase price for its expenses as well as the loss of profit. This does not apply if the Contract Partner proves that the damage incurred is less or that no damage has been incurred. The assertion of a demonstrably higher damage is reserved, in which case the flat-rate damage is offset against this.
13. Place of jurisdiction, applicable law, partial invalidity
13.1 karuun’s registered office is the place of jurisdiction for any disputes arising in the business relationship between the parties.
13.2 The legal relationship between karuun and the Contract Partner is governed exclusively by the laws of the Federal Republic of Germany, excluding the European Sales Convention (Rome I Regulation) and the UN Sales Convention (CISG).
13.3 If the contract or these GTC contain loopholes, the loopholes are covered by the legally effective rules which the Contract Partners would have agreed to in line with the contract’s business objectives and the purpose of these GTC if they had known about the loophole.
13.4 Should any provision in these GTC be or become invalid, this does not affect the validity of all other provisions.