§ 1 General Provisions, Scope of Application
(1) These General Terms and Conditions (“GTC”) apply to all business relationships between KOHLHOFF S.L., with its registered office in the Province of Valencia, Spain (hereinafter referred to as the “Seller”), and its customers.
(2) Customers may be either business customers (B2B) or consumers (B2C) within the meaning of applicable European and Spanish consumer protection laws.
(3) Deviating or conflicting terms and conditions of the customer shall not apply unless expressly agreed in writing by an authorized representative of the Seller.
(4) These GTC apply in their version valid at the time of the order and also to future transactions with the same customer, unless expressly agreed otherwise.
§ 2 Conclusion of Contract
(1) Offers issued by the Seller are non-binding unless expressly stated otherwise.
(2) By submitting an order via email, online shop, telephone, or other means, the customer makes a binding offer to conclude a contract.
(3) The contract is concluded upon written order confirmation by the Seller or dispatch of the goods.
(4) The Seller is not obliged to verify customer-provided specifications, measurements, technical data, or the suitability of the goods for the customer’s intended purpose.
§ 3 Prices and Taxes
(1) All prices are stated in euros (EUR).
(2) For consumers (B2C), prices include the applicable Spanish Value Added Tax (IVA) unless stated otherwise.
(3) For business customers (B2B), prices are exclusive of IVA unless expressly stated.
(4) Shipping, packaging, insurance, customs duties, and additional services are charged separately unless explicitly included in the offer.
§ 4 Payment Terms
(1) Payment terms are specified in the offer or order confirmation.
(2) The Seller may require advance payment of up to 50% of the order value before production or delivery.
(3) The remaining balance is due immediately upon invoicing, unless otherwise agreed.
(4) In case of late payment, statutory interest and collection costs according to Spanish law may be charged.
§ 5 Delivery, Transfer of Risk
(1) Delivery dates are indicative unless expressly confirmed as binding in writing.
(2) Partial deliveries are permitted.
(3) For business customers (B2B), risk passes to the customer upon dispatch of the goods.
(4) For consumers (B2C), risk passes upon physical receipt of the goods, in accordance with Spanish consumer law.
(5) Delivery delays caused by force majeure or circumstances beyond the Seller’s reasonable control extend delivery periods accordingly.
§ 6 Retention of Title
(1) The goods remain the property of the Seller until full payment of all claims arising from the business relationship.
(2) Prior to transfer of ownership, resale, pledging, processing, or other disposal of the goods is prohibited without written consent of the Seller, insofar as permitted by law.
§ 7 Warranty and Defects
(1) Warranty rights are governed by Spanish law.
(2) For consumers (B2C), statutory warranty rights apply, including mandatory limitation periods.
(3) For business customers (B2B), the warranty period is 12 months from delivery, unless mandatory law provides otherwise.
(4) No warranty applies to defects caused by improper use, installation, storage, or failure to follow manufacturer instructions.
(5) In the event of a defect, the Seller shall, at its discretion, repair or replace the goods. If this fails, the customer may reduce the price or withdraw from the contract in accordance with law.
§ 8 Liability
(1) The Seller is liable for intent and gross negligence.
(2) Liability for ordinary negligence is excluded, except in cases of personal injury, death, breach of essential contractual obligations, or mandatory statutory liability.
(3) Liability for indirect or consequential damages and loss of profit is excluded to the extent permitted by law.
(4) Product liability under applicable statutory provisions remains unaffected.
§ 9 Right of Withdrawal (Consumers Only)
(1) Consumers have a statutory right of withdrawal for distance contracts in accordance with Spanish and EU law.
(2) Details of the withdrawal procedure and consequences are provided separately in the Seller’s withdrawal policy.
§ 10 Set-Off and Retention
Set-off and retention rights may only be exercised if the customer’s claims are undisputed or legally established.
§ 11 Intellectual Property
(1) All documents, drawings, designs, calculations, and technical materials provided by the Seller remain the Seller’s intellectual property.
(2) Customers receive a non-exclusive, non-transferable right of use solely for contractual purposes.
(3) Disclosure to third parties or reproduction requires prior written consent.
§ 12 Governing Law and Jurisdiction
(1) These GTC and all contractual relationships are governed by the laws of Spain, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) For business customers (B2B), the exclusive place of jurisdiction is Valencia, Spain.
(3) For consumers (B2C), statutory consumer jurisdiction rules apply.
