1. These General Terms and Conditions apply to the sale and provision of work and
services (hereinafter referred to as “General Terms and Conditions”) shall only apply
to entrepreneurs acting in the exercise of their commercial or independent professional
activity and to legal entities under public law. They apply to the
entire business relationship between Connova Deutschland GmbH (hereinafter
“Connova”) and the customer, even if they are not mentioned in subsequent contracts
become.
2. Conflicting, additional or deviating from these General Terms and Conditions
conditions of the customer shall not become part of the contract, unless Connova has
agreed to their validity in writing. These General Terms and Conditions shall also apply
even if Connova, with knowledge of its conflicting, additional or deviating
conditions, carries out a delivery to the customer without reservation or a work or
service (hereinafter jointly referred to as “Service”) for the customer without reservation
provides.
3. Conflicting, additional or deviating agreements to these General
Terms and Conditions, which are concluded between Connova and the customer for the execution of a contract
must be recorded in writing in the contract. This also applies to the cancellation
this written form requirement.
4. Rights to which Connova is entitled under statutory provisions or other agreements
beyond these General Terms and Conditions shall remain unaffected.
1. Offers from Connova are subject to change and non-binding, unless Connova informs
to the contrary.
2. Illustrations, drawings, weight, dimension, performance and consumption data as well as other
Descriptions of the products or services from the documents belonging to the offer
are only approximately authoritative, unless they are expressly designated as binding. They
do not constitute an agreement or guarantee of a corresponding quality or durability
of the products or services, unless they have been expressly agreed in writing as such
agreed. Expectations of the customer with regard to the products or their use or
with regard to the services do not constitute an agreement or guarantee.
3. If the parties agree on a quality (in particular type, quality,
functionality, compatibility, interoperability), a specific intended purpose,
certain accessories or certain instructions, these are exclusively
quality, the suitability for this intended purpose, these accessories and these
instructions owed. In this respect, it does not depend in particular on the usual use
of the products or the quality of the products, the accessories or the instructions that the
Customer can expect without further agreement. This does not apply if at the end of the supply chain
a consumer goods purchase takes place (end customer is a consumer).
4. Connova reserves all proprietary rights, copyrights and other
property rights to all offer documents. Such documents may not be made accessible to third parties. The customer
shall return all offer documents to Connova immediately upon request by Connova,
if they are no longer needed in the ordinary course of business. The same applies
in particular also for all other documents, drafts, samples, specimens and models.
5. An order shall only become binding if it is confirmed by Connova by means of a written order confirmation
within two weeks from the date of the order or Connova confirms the order
executes, in particular Connova complies with the order by sending the products. A
order confirmation created with the help of automatic devices, in which signature and
Name reproduction are missing, shall be deemed to be in writing. If the order confirmation is obvious
Contains errors, spelling mistakes or calculation errors, it is not binding for Connova.
6. The silence of Connova on offers, orders, requests or other
Declarations of the customer shall only be deemed as consent if this has been agreed in writing beforehand.
7. If the financial circumstances of the customer deteriorate significantly or if the justified
Application for the opening of insolvency or comparable proceedings on the assets of the
Customer rejected for lack of assets, Connova is entitled to withdraw from the contract in whole or in part
to resign.
1. The written order confirmation shall be decisive for the scope of delivery or service provision
from Connova. Changes to the scope of delivery or services by the customer
require the written confirmation of Connova to be effective. Construction and
Changes in the form of the products remain reserved, as far as it concerns industry-standard
Deviations or as far as the deviations are within the DIN tolerances or
as far as the changes are not significant and reasonable for the customer. The same applies to
the choice of material, the specification and the design.
2. Delivery in parts and the provision of services in parts are permissible, unless the
Delivery in parts or the provision of services in parts is not reasonable for the customer, taking into account
the interests of Connova.
3. Connova reserves the right to make excess or short deliveries of up to
up to 3% of the scope of delivery. In this respect, claims for defects are excluded. The price remains
unaffected by this.
1. The agreement of delivery and service times (periods and dates) requires the written form.
Delivery and service times are non-binding, unless they have been previously designated by Connova in writing as
be designated as binding.
2. The delivery or service period begins with the conclusion of the contract, but not before the complete
Provision of the documents, permits and approvals to be procured by the customer, the
Clarification of all technical questions as well as the receipt of an agreed down payment or in the
In the case of a foreign transaction after receipt of the full payment. In the event of a delivery
or service date, the delivery or service date shall be postponed in an appropriate manner,
if the customer does not provide the documents to be procured by him in time
does not grant approvals in time, not all technical questions are clarified in time completely
are clarified or the agreed down payment or, in the case of a foreign transaction, the entire
Payment is not received in full by Connova. Compliance with the delivery or service time requires
the timely and proper fulfillment of the other obligations of the customer.
3. The delivery or service time is met if, in the case of deliveries, the products are up to their
Expiry have left the factory or Connova has notified the collection or readiness for dispatch
has or Connova in the case of services until the expiry of the delivery or service time with the
Service provision begins. Compliance with the delivery or service time is subject to the
Subject to proper, in particular timely, self-delivery by Connova, unless
unless Connova is responsible for the reason for the improper self-delivery.
Connova is entitled to withdraw from the contract in the event of improper self-delivery
entitled. Connova shall inform the customer immediately if Connova exercises its right to
Withdrawal makes use of and grants any advance payments made by the customer back.
4. In the event of a delay in delivery or service, the customer is entitled to
reasonable grace period, which he has set Connova after the occurrence of the delay in delivery or service
has, entitled to withdraw from the contract. In the event of withdrawal from the contract on the part of the customer, Connova
is entitled to transparently present and offset accrued costs.
1. In the case of cross-border deliveries, the customer shall, at its own expense, provide the competent authorities with
at its own expense in good time all declarations and actions necessary for export from Germany and import into the
country of destination, in particular to obtain the documents required for customs clearance.
in particular to obtain the documents required for customs clearance.
2. The deliveries are subject to the reservation that the fulfillment is not hindered by
national or international regulations, in particular export control regulations as well as
Embargoes or other sanctions.
3. Delays due to export controls shall extend delivery and service times
accordingly; delivery and service dates shall be postponed in an appropriate manner. The
The claim for payment on time and the payment period shall remain in effect.
1. The prices apply ex works in the absence of a special agreement and do not include transport
, shipping, packaging costs, insurance, legal taxes, customs duties or other
Duties. The costs incurred in this respect, in particular the costs for packaging and
Transport of the products, will be invoiced separately. The statutory value added tax
will be shown separately in the invoice at the statutory rate applicable on the date of invoicing
shown separately.
2. Orders for which fixed prices have not been expressly agreed and for which the delivery or
Service time is determined to be a time that is at least two months after the conclusion of the contract
are calculated at the list prices of Connova valid on the date of delivery or service provision
list prices of Connova. The entry of the valid on the day of the order
List price in an order form or an order confirmation shall not be deemed an agreement
of a fixed price. At the request of Connova, the customer shall immediately declare whether he is
will make use of his right of withdrawal. Provided that until the day of delivery or
Service provision production-related price increases occur, Connova is without
Regardless of offer and order confirmation, entitled to adjust the price accordingly.
3. In the absence of a special agreement, the price shall be paid net within 14 days of receipt of the invoice
to pay. The date of payment is the day on which Connova can dispose of the price. In the
In the event of default in payment, the customer shall pay default interest at a rate of 9 percentage points above the
respective base interest rate p.a. to pay. Further claims of Connova remain
unaffected.
4. In the case of foreign transactions, the payment shall be made in deviation from paragraph 3 before delivery or
Service provision, unless otherwise agreed in writing beforehand.
5. The payment of the service is made without exception by bank transfer to the specified
Accounts of Connova Deutschland GmbH. The acceptance of bills of exchange and checks will be
excluded.
1. The risk of accidental loss and accidental deterioration shall pass to the customer
as soon as the products are handed over to the person carrying out the transport or
have left Connova’s warehouse for the purpose of dispatch. In the case of collection by
the customer, the risk shall pass to the customer upon notification of readiness for collection. Sentence 1
and sentence 2 shall also apply if the delivery is made in parts or Connova provides further services,
such as the transport costs or the assembly of the products at the customer’s premises, has taken over.
2. If the parties have agreed in writing to carry out an acceptance in the case of a delivery, then
the risk of accidental loss and accidental deterioration of the products
in deviation from paragraph 1 above with the acceptance to the customer. The regulations
of section VIII. of these General Terms and Conditions shall apply in the event of an agreed
Acceptance accordingly and additionally, as far as in this section VII. of these General
Terms and Conditions no regulations on acceptance are included.
3. If the customer is in default of acceptance, Connova may demand compensation for the damage incurred
demand, unless the customer is not responsible for the non-acceptance of the products, as well as
Reimbursement of any additional expenses. In particular, Connova is entitled to store the products during
to store the products at the expense of the customer during the default of acceptance. The costs for the storage of the
Products are based on 0.5% of the net invoice value per commenced calendar week
lump sum. Further claims of Connova remain unaffected. The customer is entitled to
Proof is entitled that Connova has incurred no or significantly lower costs.
The same applies if the customer violates other obligations to cooperate, unless the customer has
the violation of other obligations to cooperate is not responsible. The risk of accidental
Loss or accidental deterioration of the products shall pass to the
Time to the customer in which he is in default of acceptance. Connova is entitled to, after
fruitless expiry of a reasonable period set by Connova otherwise about the
to dispose of the products and to supply the customer with a reasonably extended period.
3. If the dispatch is delayed due to circumstances for which Connova is not responsible, the risk shall pass
the risk shall pass to the customer upon notification of readiness for dispatch.
4. The products shall also be accepted by the customer irrespective of his claims for defects
to be accepted if they have insignificant defects.
1. In the case of work services, the customer is obliged to accept the work services, provided that the
Acceptance is not excluded according to the nature of the work. Unless otherwise
agreed in writing, the acceptance shall be made formally by signing a
Acceptance protocol. The formal acceptance is in particular the same if Connova the
Customer has set a reasonable period for acceptance after completion of the work service
and the customer does not refuse the acceptance within this period, stating at least one defect
has refused. Furthermore, the written acceptance is in particular the same if the customer
the work service is put into use or resold or if the customer relies on the
Waiver of acceptance.
2. Each party is entitled to demand partial acceptance.
3. Acceptance may not be refused due to insignificant defects.
4. Costs incurred by Connova due to unsuccessful acceptance attempts must be borne by the customer Connova
reimburse, unless the customer is not responsible for the unsuccessful acceptance attempt.
Further claims of Connova remain unaffected.
5. In the case of work services, the risk of accidental loss and accidental
Deterioration with the acceptance to the customer.
1. In the case of deliveries, the customer’s rights in respect of defects shall be conditional on the fact that he has the delivered
Products upon delivery and in the case of an agreed acceptance upon acceptance checked, as far as
reasonable also by a sample processing or sample use, and Connova open defects
immediately, at the latest two weeks after delivery of the products and in the case of a
agreed acceptance at the latest two weeks after acceptance, has notified in writing.
Hidden defects must be reported to Connova in writing immediately after their discovery
become. The customer has to describe the defects in writing in his notification to Connova.
The customer must also in planning, construction, assembly, connection, installation, commissioning,
Operation and maintenance of the products the specifications, instructions, guidelines and conditions in the
technical instructions, assembly, operating, operating instructions and other documents
of the individual products, in particular carry out maintenance properly and
prove and use recommended components. Warranty claims for defects resulting from the
violation of this obligation are excluded.
2. If the customer accepts a defective service in the case of services, although he is aware of the defect,
he shall only be entitled to a right to subsequent performance, self-help, withdrawal from the contract
and reduction if he has reserved his rights due to the defect upon acceptance.
has reserved.
3. In the event of defects, Connova shall, at its own discretion, be entitled to subsequent performance by eliminating the
Defect (in the case of delivery and service) or the delivery of a defect-free product (in the case of
Delivery) or the re-provision of the service (in the case of service). In the case of
Subsequent performance, Connova is obliged to bear all expenses necessary for the purpose of subsequent performance,
in particular transport, travel, labor and material costs.
Personnel and material costs claimed by the customer in this context are based on
to be calculated on a cost-price basis. Replaced parts become the property of Connova and are sent to
to be returned to Connova.
4. If Connova is not willing or able to provide subsequent performance, the customer may, without prejudice
any claims for damages or reimbursement of expenses at its option in accordance with the
Law withdraw from the contract or reduce the price. The same applies if the
Subsequent performance fails, is unreasonable for the customer or is due to reasons attributable to Connova
has to represent, delayed beyond reasonable deadlines. In the event of withdrawal from the contract on the part of the
Customer, Connova is entitled to transparently present and offset usable value shares.
5. No warranty claims arise for defects due to natural wear and tear, in particular in the case of wearing parts, improper
Treatment, assembly, use or storage or improperly executed changes
or repairs to the products by the customer or third parties.
The same applies to defects attributable to the customer or attributable to a different technical
Cause as the original defect.
6. Claims of the customer for reimbursement of expenses instead of damages instead of performance
are excluded, unless a reasonable third party would have made the expenses.
7. Connova does not assume any guarantees, in particular no guarantees of quality or
Durability guarantees, unless otherwise agreed in writing in individual cases.
8. The limitation period for the customer’s claims for defects is one year, unless at the end
of the supply chain there is a consumer goods purchase (the end customer is a consumer). Provided that the
defective products have been used for a building in accordance with their usual use
and have caused its defectiveness (in the case of deliveries) or it
is a defect in a building (in the case of deliveries and services) or it
is a defect in a work, the success of which consists in the provision of planning
and monitoring services for a building (in the case of services), the
Limitation period of five years. The limitation period of one year also applies to non-contractual
Claims based on a defect in the products or services. The
The limitation period begins with deliveries with the delivery of the products or, if with
Deliveries an acceptance is agreed and with services with the acceptance. The
The limitation period of one year does not apply to the unlimited liability of Connova for
Damage resulting from the breach of a guarantee or from injury to life, body or
Health, for intent and gross negligence and for product defects or to the extent that Connova has a
Has assumed procurement risk.
9. In the case of deliveries, the statutory limitation period for recourse claims of the customer remains
against Connova due to a defect in a resold product (supplier recourse,
§ 445b BGB) remains unaffected. The limitation of these recourse claims occurs at the earliest two months
after the point in time at which the customer has fulfilled the claims of its buyer. These
The suspension of expiry ends at the latest five years after the point in time at which Connova delivered the product
has delivered to the customer. This does not apply if at the end of the supply chain a
Consumer goods purchase takes place (the end customer is a consumer).
1. Connova has unlimited liability for damage resulting from the breach of a guarantee or from injury to life, body or
Health. The same applies to intent and gross negligence or
to the extent that Connova has assumed a procurement risk. Connova is liable for slight negligence
Connova only if essential obligations are violated, which arise from the nature of the contract
arise and which are of particular importance for the achievement of the purpose of the contract. At
Violation of such obligations, default and impossibility, the liability of Connova is limited to such
Damage limited, with the occurrence of which is typically expected within the scope of this contract
must be. A mandatory statutory liability for product defects remains unaffected.
2. To the extent that the liability of Connova is excluded or limited, this also applies to the
Personal liability of employees, workers, employees, representatives and vicarious agents
from Connova.
1. The customer will not change the products, in particular he will not change or remove existing warnings about
Dangers in the event of improper use of the products. At
Violation of this obligation, the customer releases Connova internally from
Product liability claims of third parties, unless the customer has the change of the products
not to represent.
2. If Connova is caused to a product recall or a warning due to a product defect of the products, the customer will cooperate to the best of its ability in the measures that
If a warning is triggered, the customer will cooperate to the best of their ability with the measures that
Connova considers necessary and appropriate and supports Connova in this, in particular
when determining the required customer data. The customer is obliged to bear the costs of the
To bear product recall or warning, unless he is responsible for the product defect after
product liability principles not responsible. Further claims from
Connova remain unaffected.
3. The customer will inform Connova immediately about risks known to him when using
of the products and possible product defects in writing.
1. If Connova is prevented by force majeure from fulfilling its contractual obligations, in particular
from the delivery of the products or the provision of services, Connova will be responsible for the
Duration of the obstacle as well as a reasonable start-up time from the obligation to perform, without
to be obliged to pay damages to the customer. The same applies if Connova
Fulfillment of its obligations due to unforeseeable circumstances for which Connova is not responsible,
in particular due to industrial action, a pandemic, official measures, energy shortage,
a cyber attack, delivery obstacles at a supplier or significant operational disruptions,
is made unreasonably difficult or temporarily impossible. This also applies if these
Circumstances occur at a sub-supplier. This also applies if Connova is already in default
is. To the extent that Connova is released from the obligation to deliver, Connova grants any advance payments made
of the customer back.
2. Connova is entitled to withdraw from the contract after a reasonable period of time has expired,
if such an obstacle lasts more than four months and Connova is involved in the fulfillment of the
Contract no longer has an interest as a result of the obstacle. At the request of the customer will
Connova declare after the expiry of the deadline whether Connova makes use of its right of withdrawal
or deliver the products within a reasonable period or provide the services within a
will provide a reasonable period.
1. The delivered products remain the property of Connova until full payment of the price and all
Claims to which Connova is entitled from the business relationship with the customer, property
from Connova. The customer is obliged to use the products subject to retention of title for
to treat with care for the duration of the retention of title. In particular, he is obliged to
Products at its own expense against fire, water and theft damage sufficiently to
To insure replacement value. The customer has the conclusion of the insurance at the request of
To prove Connova. The customer hereby assigns to Connova all claims for compensation from
this insurance. Connova hereby accepts the assignment. If the assignment is not
should be permissible, the customer hereby instructs the insurer to make any payments only to
To provide Connova. Further claims from Connova remain unaffected.
2. A sale of the products subject to retention of title is only permitted to the customer in the
Permitted within the scope of ordinary business. In addition, the customer is not entitled
to pledge the products subject to retention of title, to transfer them as security
or to make other dispositions that endanger the property of Connova. In the event of seizures
or other interventions by third parties, the customer must notify Connova immediately in writing
to notify and provide all necessary information, the third party about the property rights
to inform Connova and to participate in the measures of Connova to protect the under
Products subject to retention of title. To the extent that the third party is not able to
Connova the judicial and extrajudicial costs for the enforcement of the property rights
to reimburse Connova, the customer is obliged to compensate Connova for the resulting loss
obliged, unless the customer is not responsible for the breach of duty.
3. The customer hereby assigns to Connova the claims arising from the resale of the products with
all ancillary rights to Connova, regardless of whether the under
Products subject to retention of title are resold without or after processing.
Connova hereby accepts this assignment. If an assignment should not be permissible,
the customer hereby instructs the third-party debtor to make any payments only to Connova. The
The customer is revocably authorized to hold the claims assigned to Connova in trust for
To collect Connova in its own name. The amounts collected are immediately sent to
To pay Connova. Connova may revoke the customer’s collection authorization and the
Revoke the customer’s right to resell for good cause, in particular
if the customer does not properly fulfill its payment obligations to Connova
complies, is in default of payment, suspends its payments or if the opening of the
Insolvency proceedings or a comparable procedure for debt settlement over the
Assets of the customer is applied for by the customer or the justified application of a third party to
Opening of insolvency proceedings or a comparable procedure for
Debt settlement over the assets of the customer is rejected due to lack of assets. In the case
a global assignment by the customer, the claims assigned to Connova are
expressly excluded.
4. At the request of Connova, the customer is obliged to notify the third-party debtor immediately of the
To inform assignment and Connova the information and
To provide documents required for collection.
5. In the event of conduct contrary to the contract, in particular in the event of default in payment by the customer, Connova is
without prejudice to its other rights, entitled to after expiry of a set by Connova
reasonable grace period to withdraw from the contract. The customer has Connova or their
Authorized representatives immediate access to the products subject to retention of title
to grant and hand them over. After appropriate timely announcement can
Connova the products subject to retention of title to satisfy its due
Claims against the customer otherwise exploit.
6. The processing or transformation of the products subject to retention of title by the
Customer is always made for Connova. The expectant right of the customer to the under
Products subject to retention of title continues to the processed or transformed
Thing continues. If the products are processed with other things that do not belong to Connova
or transformed, Connova acquires co-ownership of the new item in proportion to the
Value of the delivered products to the other processed or transformed items at the time
the processing or transformation. The same applies if the products with other, Connova not
belonging things are so connected or mixed that Connova their full ownership
loses. The customer keeps the new things for Connova. For the by processing or
Transformation as well as connection or mixing resulting thing apply in addition the same
Provisions as for the products subject to retention of title.
7. Connova is obliged at the request of the customer to the securities to which it is entitled to that extent
to release, as the realizable value of the securities taking into account customary banking
Valuation discounts the claims of Connova from the business relationship with the
Customer exceeds by more than 10%. In the valuation is from the invoice value of the under
Products subject to retention of title and from the nominal value for claims
to start. The selection of the items to be released is the responsibility of Connova in detail.
8. For deliveries to other legal systems in which this retention of title regulation does not
has the same security effect as in the Federal Republic of Germany, the customer grants
Connova hereby a corresponding security right. If further measures are required for this
are required, the customer will do everything to immediately give Connova such a security right
to grant. The customer will participate in all measures necessary for the effectiveness and
Enforceability of such security rights are necessary and conducive.
1. The parties are obliged to keep all business secrets of the
other party for a period of five years from delivery or completion of the services
to keep secret, to protect by suitable and appropriate measures and, as far as
not required for the business relationship, neither to record nor to pass on to third parties,
to use or exploit. In particular, the parties ensure that the
Business secrets of the other party only such employees and other employees
and only to the extent that this is required for the business relationship.
The obligation of secrecy also applies to objects that contain business secrets
embody. In particular, the receiving party is prohibited from using reverse engineering
of a product or object to obtain the business secrets embodied therein.
Business secrets are all information that is designated as confidential or secret
or are recognizable as business secrets according to other circumstances, in particular
technical information (e.g. drawings, product and development descriptions,
Methods, procedures, formulas, techniques and inventions) and commercial information
(e.g. price and financial data as well as sources of supply).
2. The obligation of secrecy does not apply if the business secrets of the receiving party
demonstrably already known before the start of the contractual relationship or before the start of the
Contractual relationship were generally known or generally accessible or without fault
of the receiving party become generally known or accessible. The burden of proof lies with the
receiving party.
3. The parties will use suitable contractual agreements with the employees working for them,
other employees and third parties to whom the business secrets of the other party are
The above paragraph 1 become accessible, ensure that these also for the duration of five
Years from delivery or completion of the services to corresponding secrecy
be obliged.
1. The parties are obliged to comply with the statutory provisions on data protection,
in particular the EU General Data Protection Regulation (“GDPR”) in the execution of the contract and to
impose compliance with these provisions on their employees.
2. The parties shall process the personal data received (names and contact details
of the respective contact persons) exclusively for the purpose of fulfilling the contract and will
protect them through security measures (Art. 32 GDPR) that are adapted to the current state of the art.
are adapted. The parties are obliged to delete the personal data as soon as
their processing is no longer necessary. Any statutory retention obligations
remain unaffected.
3. Should one party process personal data on behalf of the other party within the scope of the execution of the contract,
the parties shall conclude an agreement on the
order processing pursuant to Art. 28 GDPR.
1. The transfer of rights and obligations of the customer to third parties is only possible with prior
written consent from Connova.
2. Counterclaims of the customer only entitle him to set-off if they are legally binding
determined or undisputed. The customer can only assert a right of retention
if his counterclaim is based on the same contractual relationship.
3. The legal relations between the customer and Connova are governed by the law of the Federal Republic
Germany, excluding the United Nations Convention on Contracts for
the International Sale of Goods (CISG).
4. If the customer 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 place of jurisdiction for all
disputes arising from the business relationship between Connova and the customer is the registered office of
Connova. Connova is also entitled to bring an action at the customer’s registered office and at any other
permissible place of jurisdiction. Arbitration clauses are contradicted.
5. The place of performance for all services of the customer and Connova is the registered office of Connova,
unless otherwise agreed.
6. The contract language is German.
7. Should a provision of these General Terms and Conditions be wholly or partially
ineffective or unenforceable or should there be a gap in these General
Terms and Conditions, this shall not affect the validity of the remaining
provisions. In place of the ineffective or unenforceable provision shall apply
that effective or enforceable provision shall be deemed agreed which comes closest to the purpose of the
ineffective or unenforceable provision. In the event of a loophole, shall apply
that provision shall be deemed agreed which corresponds to what, according to the purpose of these
General Terms and Conditions, would have been agreed if the parties had
considered the matter from the outset.
Last updated: Großröhrsdorf, 12.06.2024