1. Scope of application; other agreements
    These General Terms and Conditions (“GTC”) shall govern all delivery transactions, including all future delivery transactions in current business relationships, of bd breyton design GmbH, Gießereistraße 14, D- 78333 Stockach (“Breyton”), except as agreed otherwise according to these GTC. These GTC apply only in relation to entrepreneurs, public law entities and public law funds as defined in Sec. 310(1) s. 1 BGB (“Customers”). Any agreements to the contrary, made prior to or at conclusion of a contract, must be set forth in writing.
  2. Conclusion of contract
    All offers by Breyton remain subject to change and descriptions are approximate only. A contract becomes effective upon acceptance in writing, order confirmation by Breyton but at the latest upon the Customer’s acceptance of the delivery.
  3. Delivery, delivery periods and dates, force majeure
    1. Delivery periods and dates are without commitment. The delivery period is deemed observed where Breyton has notified the Customer in due time that the shipment is ready for dispatch, or has transferred the goods to the carrier or dispatched the goods.
    2. All deliveries are EX WORKS (Incoterms 2020) Breyton’s domicile.
    3. Transport insurance will be effected only at the Customer’s express request and at the Customer’s expense.
    4. Breyton may make partial deliveries, if this is reasonable acceptable for the Customer.
    5. In any event of force majeure or other unforeseen circumstances beyond the control of Breyton, the delivery period will be extended by the length of the disruption caused by such events, including events that occur during any default; the same shall apply if a subcontractor becomes subject to any such events. Breyton will inform the Customer immediately if the delivery time is extended due to force majeure or other unforeseen circumstances. If the end of the disruption is unforeseeable or if a disruption prevails longer than two months, Breyton will have the right to rescind the contract. Breyton will immediately refund any consideration already paid by the Customer. The Customer will have the same right, subject to having granted a reasonable respite for the delivery.
  4. Payment terms, right of retention, setoff
    1. All deliveries are based on the price list as applicable at the time of conclusion of the contract. All prices are euro prices, EX WORKS (Incoterms 2020) Breyton’s domicile, plus shipping charges, customs and VAT, if applicable.
    2. Payments fall due upon conclusion of the contract and are payable net within 30 days after the invoicing date. For payments made within 10 days the Customer will be granted a 2% cash discount on the invoice total.
    3. The Customer shall have no right of setoff, except on the basis of counterclaims that have been determined by final enforceable judgment, are ripe for adjudication, or remain uncontested. The Customer may not exercise any right of retention, except on the basis of claims from the same contractual relationship that are uncontested, ripe for adjudication, or established by final enforceable judgment.
  5. Retention of title
    1. All delivered goods remain the property of Breyton (“Goods under Retention of Title”) until all claims under the business relationship with the Customer have been settled and paid in full.
    2. The Customer may process and resell any Goods under Retention of Title only in the ordinary course of business. Where such Goods are processed, the retention of title will extend to the new product. For any event of resale, the Customer herewith assigns to Breyton any and all related claims in order to secure all claims. The Customer may collect the assigned claims unless and until this right is revoked for a legitimate reason.
  6. Inspection of deliveries, warranty
    1. The warranty shall be governed by the applicable laws as modified by the terms and conditions below:
    2. Details provided in catalogues, price lists and other information material provided to the Customer by Breyton, as well as any descriptions, shall not involve any warranty as to a particular quality of the goods; any guarantee or acceptance of a procurement risk shall be subject to an express written agreement.
    3. The Customer must report any defects as required by Sec. 377 HGB. Obvious defects must be reported to Breyton in writing without undue delay but at the latest seven days after delivery, and any hidden defects must be reported in writing without undue delay but at the latest seven days after their discovery.
    4. For any defect reported in a timely manner Breyton will, in its discretion, repair the defect or deliver a defect- free product (“remedial action”). Remedial action will be taken at the place of the original delivery, and will be deemed failed after three unsuccessful attempts at the earliest.
    5. Claims for remedial action become time-barred one year after delivery, unless the defect has been fraudulently concealed, a warranty as to quality has been issued, or a procurement risk has been accepted. The limitation period will be suspended by any remedial action only where Breyton has expressly acknowledged its duty to provide remedial action.
  7. Liability
    1. Breyton shall be liable without limitation for damages and losses caused by gross negligence or intent and for breaches of material contract duties whose fulfilment is essential for the due and proper performance of the contract and whose fulfilment the Customer could reasonably rely upon (“material obligation”).
    2. Breyton’s liability for breaches by slight negligence of a material obligation shall be limited to damage and losses that were foreseeable at conclusion of the contract and are characteristic for the particular type of contract. Breyton accepts no liability for breaches by slight negligence of secondary contract duties that are not material obligations.
    3. Breyton shall be liable for cases of initial impossibility of performance only if Breyton had knowledge of the impediment to performance or if Breyton’s lack of knowledge is due to gross negligence, or if the initial impossibility constitutes a breach of a material obligation.
    4. Insofar as the liability of Breyton is limited or excluded, this shall apply equally to the liability of Breyton’s employees, representatives and vicarious agents engaged in the discharge of Breyton’s duties. Any liability of vicarious agents for damage or losses caused by slight negligence shall be excluded.
    5. The foregoing limitations and exclusions of liability shall not extend to any fraudulent concealment of defects or any guarantee or procurement risk as may have been issued or accepted, to claims under the Product Liability Act, and to bodily injury (injury to life, limb or health). This shall not involve any reversal of the burden of proof to the Customer’s disadvantage.
    6. The Customer’s claims for damages for which liability has been limited hereunder shall become time-barred one year from the beginning of the statutory limitation period, except claims based on tort.
  8. Data protection notice
    1. Breyton as controller processes all personal data collected in connection with contract performance (such as in particular: Name, billing and shipping addresses, e-mail addresses, telephone and fax numbers) exclusively for the purpose of contract performance and contract documentation. This processing is carried out based on relevant legal bases (such as in particular: Article 6 (1) (a) General Data Protection Regulation (Datenschutz- Grundverordnung, DS-GVO): processing based on the data subject’s consent, Article 6 (1) (b) DS-GVO: processing for reasons of performance of contract, Article 6, (1) (c) DS-GVO: processing for compliance with legal obligations and/or Article 6 (1) (f) DS-GVO: processing for the purposes of the legitimate interests). Breyton only saves the data as long as the personal data is necessary for the performance of the contract and as long as is necessary in accordance with statutory retention requirements. Breyton will delete all data after that period.
    2. For the aforementioned purpose, processors, where applicable, can be granted access to personal data if they support Breyton with the performance of contract. Other than that, Breyton does not forward any personal data to third parties unless necessary for the performance of contract or permitted due to relevant statutory requirements or if the data subject has given his or her consent. If the recipient is based in a third country (i.e. outside the EU/EEA), Breyton shall ensure the protection of personal data based on appropriate safeguards in accordance with (46) DS-GVO (e.g. concluding standard contractual clauses with the recipient).
    3. Subject to statutory requirements, data subjects shall have the right of access to their personal data (Article 15 DS-GVO), right to rectification (Article 16 DS-GVO), right to erasure (Article 17 DS-GVO), right to restriction of processing (Art. 18 DS-GVO), and data portability (Article 20 DS-GVO) vis-à-vis Breyton. Breyton’s data protection officer can be contacted at bd breyton design GmbH, Gießereistraße 14, D-78333 Stockach, Germany, key word: data protection or datenschutz@breyton.com. The supervisory authority responsible for complaints is: Der Landesbeauftragte für den Datenschutz und die Informationsfreiheit Baden-Württemberg; www.baden-wuerttemberg.datenschutz.de.
  9. Obligation to cooperate in market surveillance
    1. If the goods are subject to the EU Regulation 2018/858, the Customer will immediately inform Breyton of any complaint received regarding risks, suspected incidents or problems relating to compliance with the provisions of the EU Regulation 2018/858.
    2. The Cusstomer will also inform Breyton of any problems it becomes aware of with Breyton's goods placed on the market by the Customer with regard to quality, legal compliance and use of the goods.
  10. Assignment, severability
    1. Any assignment of claims arising out of Breyton delivery transactions shall be subject to Breyton’s prior written consent. This does not apply to money claims in commercial transactions.
    2. If any provision of a contract and/or of the GTC is wholly or partially invalid, nothing in this shall prejudice the validity of the remaining provisions thereof. Breyton may replace any invalid provision by a valid provision which most closely accomplishes the intended economic purpose. This applies mutatis mutandis to any omission in the GTC or contract.
  11. Place of performance, forum, governing law
    1. The place of performance for all delivery and payment obligations and the exclusive place of jurisdiction shall be at the domicile of Breyton. Breyton has the right to sue the Customer at any other legal place of jurisdiction.
    2. The GTC and the business relations between Breyton and the Customer shall be governed exclusively and exhaustively by the laws of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
bd breyton design GmbH

Last amended: April 2023