General Terms and Conditions of Sale and Delivery (AGB)

1. General

1.1 All deliveries, services and offers from Profeq GmbH are made exclusively on the basis of the General Terms and Conditions of Sale and Delivery below. With a binding order, these conditions are considered accepted.

1.2 Deviating, contradictory or additional general terms and conditions, even if they are taken into account, do not become part of the contract unless their validity is expressly accepted.

1.3 Consumers within the meaning of these terms and conditions are natural persons with whom a business relationship is entered into without acting in the exercise of a commercial or independent professional activity.

1.4 Entrepreneurs within the meaning of these terms and conditions are natural or legal persons or legally authorized partnerships with whom a business relationship is entered into and who act in the exercise of their commercial or independent professional activity.

2. Offer and Contract Conclusion

2.1 The offers of Profeq GmbH are in principle not binding. We reserve the right to make technical changes.

2.2 Orders only become legally valid with a written order confirmation from Profeq GmbH. Additional agreements must also be confirmed in writing by Profeq GmbH.

3. Scope of Delivery

3.1 The scope of delivery and processing is determined exclusively by the written order confirmation.

3.2 Information on the website and in descriptions such as images, drawings, brochures, weight, size and performance data, etc. are in principle not considered as guarantees of quality. Commercial deviations are permitted and do not give the buyer the right to complain, unless certain dimensions and properties have been expressly agreed to be binding by Profeq GmbH.

3.3 Non-significant changes in construction, shape, design and color do not give any right to cancel the contract or reduce the purchase price.

4. Delivery time

4.1 The delivery period starts with receipt of the written order confirmation. Partial deliveries are in principle permitted.

4.2 The conclusion of the contract is subject to the condition that in the event of incorrect or untimely self-supply, delivery will not take place or will only be delivered in part. This only applies if the non-delivery is not due to Profeq GmbH.

4.3 In the event of non-availability or only partial availability of the goods, the customer will be informed immediately. A payment already made will be refunded by Profeq GmbH.

4.4 The delivery times specified by Profeq GmbH are based on the supply situation and production options applicable on the day of the quotation and are in principle not binding, unless a specific delivery date or delivery period has been expressly agreed between the parties.

4.5 If the delivery period cannot be met by Profeq GmbH as a result of force majeure, such as war, internal unrest, seizure, strikes, lockouts, material shortages, machine breakdown, other unforeseen business interruptions, transport delays, Profeq GmbH is entitled to cancel the delivery or services. shift by the duration of the obstruction plus a reasonable start-up time. The same applies if the above-mentioned obstacles occur at suppliers of Profeq GmbH. If the above-mentioned events are of significant magnitude, Profeq GmbH is entitled to withdraw without the buyer being able to make any claims against Profeq GmbH. The above also applies if such an event occurs during a pre-existing delay.

4.6 The customer will be informed in a timely manner about a delivery delay. Delivery delays of more than three months give the buyer the right to withdraw. Claims for damages due to delayed delivery are excluded, unless there is gross negligence or intent on the part of Profeq GmbH.

5. Transport and Packaging

5.1 The products supplied by Profeq GmbH are delivered in packaging that cannot be returned.

5.2 Shipping will be at the buyer's expense. Transport route and means of transport are determined by Profeq GmbH, unless the buyer prescribes a specific transport route at his own risk. Costs of transport insurance, loading and transfer as well as other costs caused by delivery are borne by the buyer. Profeq GmbH is not liable for the cheapest shipping if this is done on the instructions of the buyer.

5.3 Profeq GmbH is entitled, but not obliged, to take out transport insurance at the buyer's expense.

5.4.1 For buyers who are consumers, the risk of accidental loss and accidental deterioration of the goods sold passes to the buyer upon transfer of the goods.

5.4.2 For buyers who are entrepreneurs (see definition in point 1.4), the risk of accidental loss and accidental deterioration of the goods sold passes to the buyer upon transfer, in the case of sales with shipment, upon delivery of the goods to the forwarder , the carrier or the person or institution designated to carry out the shipment.

5.4.3 A transfer is equivalent to the buyer being in default of acceptance.

5.5 If the buyer is in default of acceptance, Profeq GmbH is entitled to claim compensation for the damage caused as a result. If the ordered goods are not accepted after notification of readiness for shipment, Profeq GmbH is nevertheless entitled to demand the agreed payment.

6. Price and Payment

6.1 The applicable prices are our generally valid prices on the day of delivery, including statutory VAT. In addition, there are costs for packaging and delivery.

6.2 Delivery takes place from our warehouse, unless otherwise agreed in writing.

6.3 The buyer is obliged to pay within 10 days of receipt of the goods and the invoice, unless the parties have expressly agreed on a different payment term. After this period the buyer is in default.

6.4 Bills of exchange are only accepted on the basis of special agreements, bills of exchange and checks are only accepted as payment and at no cost to us. Profeq GmbH is not liable for timely presentation of bills of exchange and protests.

6.5 Discounts may only be deducted if they have been promised in writing by Profeq GmbH.

6.6.1 A buyer who is a consumer must reimburse the monetary debt during default at an interest rate of 5% above the basic interest rate.

6.6.2 A buyer who is an entrepreneur within the meaning of point 1.4 must reimburse the monetary debt during default at an interest rate of 9% above the basic interest rate. Profeq GmbH reserves the right to claim higher damages due to delay.

6.7 Credit commitments and payment terms can be revoked by Profeq GmbH at any time for justified reasons. In the event of insolvency of a buyer, Profeq GmbH is entitled to terminate contracts already concluded with immediate effect.

6.8 Termination of the contract by the buyer

The buyer can only terminate a contract with the consent of Profeq GmbH. In the event of termination, Profeq GmbH has the right to demand the agreed purchase price minus saved costs, but at least 20% of the agreed price. The buyer reserves the right to prove lower damages.

7. Suspension and settlement

The buyer can only offset or exercise a right of retention against claims of Profeq GmbH if the buyer's counterclaim is undisputed or has been legally established or expressly recognized by Profeq GmbH.

8. Right of withdrawal for consumers (Instructions)

Withdrawal instructions

Consumers have a right of withdrawal of fourteen days.

Right of withdrawal

You have the right to withdraw from this agreement within fourteen days without giving reasons. Table tops that are screwed to the table frame are explicitly excluded from this right of withdrawal.

The withdrawal period is fourteen days from the day on which you or a third party designated by you, who is not the carrier, has taken possession of the last partial delivery or the last piece.

To exercise your right of withdrawal, you must inform us (Profeq GmbH, Oppenhofallee 143, 52066 Aachen, Germany, info@ergonice.eu , Telephone: +31 45 5723142) by means of a clear statement (e.g. a letter sent by post, fax or e-mail) of your decision to withdraw from this contract. You can use the attached model withdrawal form for this, but this is not mandatory.

To comply with the withdrawal period, it is sufficient that you send your communication regarding your exercise of the right of withdrawal before the withdrawal period has expired.

Consequences of the revocation

If you revoke this agreement, we will refund to you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a different delivery method than the cheapest standard delivery offered by us), without delay and at the latest within fourteen days from the day on which we were informed of your decision to withdraw from this contract. For this refund we use the same payment method that you used for the original transaction, unless expressly agreed otherwise with you; Under no circumstances will you be charged any costs for this refund. We may refuse reimbursement until we have received the goods back or until you have provided evidence that you have returned the goods, whichever is the earlier.

You must return or hand over the goods to us without delay and in any case no later than fourteen days after the day on which you informed us that you cancel the contract. The period has been met if you return the goods before the period of fourteen days has expired. We will bear the costs for returning the goods. You only have to compensate for the depreciation of the goods resulting from use of the goods that goes beyond what is necessary to determine the nature, characteristics and functioning of the goods.

Model withdrawal form

(If you wish to withdraw from the contract, please complete and return this form.)

• To Profeq GmbH, Oppenhofallee 143, 52066 Aachen, Germany, info@ergonice.eu
• I/we (*) hereby revoke the contract concluded by me/us (*) regarding the purchase of the following goods (*)/the provision of the following service (*)
• Ordered on (*)/received on (*)
• Name of the consumer(s)
• Address of the consumer(s)
• Signature of the consumer(s) (only when communicating on paper)
• Date

(*) Delete what is not applicable.

Special instructions

If you finance this agreement with a loan and later revoke it, you are no longer bound by the credit agreement, provided that both agreements form an economic entity. This is particularly the case if we are also your lender or if your lender uses our cooperation in financing. If the loan has already been paid to us at the time of the withdrawal, your lender assumes our rights and obligations under the financed agreement with regard to the consequences of the withdrawal or return. This does not apply if this agreement concerns the purchase of financial instruments (e.g. securities, currencies or derivatives). If you want to avoid a contractual binding as much as possible, use your right of withdrawal and also revoke the credit agreement, if you also have a right of withdrawal for this.

8.1 Additional return policy for consumers ("60 days of testing")

We grant the customer, who is a consumer (see definition below), an additional right of return when purchasing a product that goes beyond the statutory withdrawal period of 14 days. If you are not satisfied with the delivered product, you can request a return by email to info@ergonice.eu or by post within 60 days of receiving the goods. Table tops that are screwed to the table frame are explicitly excluded from this additional right of return for consumers.

The costs of return shipping are borne by the buyer.

We will refund the full purchase price upon receipt of the goods.

In any case, the additional right of return exists in addition to your statutory right of withdrawal and does not affect any warranty claims. If you exercise your statutory right of withdrawal or declare the return request within the statutory withdrawal period (see above), the regulations on the consequences of exercising the statutory right of withdrawal apply, deviating from the above provisions. Details about this can be found in the withdrawal instructions (see above).

Definition consumer

Consumers are natural persons with whom a business relationship is entered into without acting in the exercise of a trade, business, craft or professional activity.

9. Retention of title

9.1 All merchandise remains the property of Profeq GmbH until all obligations under the purchase agreement have been fully fulfilled. The retention of title also applies to other claims that Profeq GmbH has from current business relationships with the buyer.

9.2 Profeq GmbH will release the securities granted to it upon request at its own discretion, insofar as the value of the securities exceeds the claims of Profeq GmbH by more than 20%.

9.3 The so-called extended retention of title has also been agreed. Upon further processing by the buyer, Profeq GmbH acquires co-ownership of the new item in proportion to the value of the delivered goods.

9.4 During the duration of the retention of title, the buyer must, at the request of Profeq GmbH, insure the goods against destruction, damage and loss, on the understanding that the rights under this insurance belong exclusively to Profeq GmbH. The buyer is free to choose the insurer.

9.5 As long as the retention of title applies, the buyer must carefully manage the goods and refrain from any disposition, in particular transfer, pledging and transfer of ownership.

9.6 The commercial buyer is entitled to resell the goods in the normal course of business. He already transfers to Profeq GmbH all claims in the amount of the invoice amount that accrue to him as a result of the resale against a third party. Profeq GmbH accepts the transfer.

9.7 Obligations of the Buyer

At the request of Profeq GmbH, the buyer is obliged to provide all requested information about the transferred claim and to submit a written transfer statement. After the transfer, the entrepreneur is entitled to collect the claim and at the same time obliged to immediately transfer the amount received in the amount of the outstanding claims to Profeq GmbH. Profeq GmbH reserves the right to collect the claim itself as soon as the entrepreneur (customer) does not properly fulfill his payment obligations and falls into default.

10. Warranty

10.1 Warranty Options

10.1.1 For customers who are entrepreneurs within the meaning of section 1.4, Profeq GmbH provides a warranty for proven defects in the goods, either by repair or replacement.

10.1.2 Consumers, on the other hand, have the choice whether fulfillment should take place by repair or replacement. The chosen form of compliance may only be refused if it entails disproportionate costs.

10.2 Failure to comply

If fulfillment fails, the customer may, at his option, demand a reduction of the purchase price or terminate the agreement. However, in the event of only minor defects, the customer is not entitled to cancellation.

10.3 Warranty Period

10.3.1 The warranty period for customers who are entrepreneurs within the meaning of paragraph 1.4 is one year from the day of acceptance.

10.3.2 For consumers, the warranty period is two years from the day of acceptance.

10.4 Duty to investigate and report defects

Customers who are entrepreneurs within the meaning of paragraph 1.4 are obliged to immediately inspect the delivered goods for quality and quantity deviations and to report visible defects in writing to Profeq GmbH within a period of one week after receipt of the goods; otherwise the right to make a warranty claim is excluded. Hidden defects must be reported in writing to Profeq GmbH within one week of discovery. Timely dispatch is sufficient to maintain the deadline.

10.5 Compensation

Claims for damages by the buyer due to breach of contract by the seller, his legal representative or his vicarious agent, if not for damage to life, body or health, can only be made if the breach of contract was caused intentionally or by gross negligence.

10.6 Disclaimer of Warranty

Any warranty expires as long as the buyer is in default or if repairs or other changes have been carried out by the buyer or a third party on the delivered goods without the permission of Profeq GmbH.

10.7 Replacement Deliveries

The same conditions apply to the delivery of replacement parts as to the original delivery.

10.8 Retention of guaranteed properties

Liability for a breach of contract due to guaranteed properties of the purchased object remains unchanged; Unless properties are explicitly stated as such by Profeq GmbH, they do not constitute guaranteed properties within the meaning of § 444 BGB.

10.9 Limitation of Liability

Profeq GmbH is only liable for slight negligence if a duty is breached, the observance of which is of particular importance for achieving the purpose of the contract. In that case, liability is limited to damage that can typically be expected in the context of this agreement. Profeq GmbH is not liable for completely atypical or unpredictable damage.

10.10 Exceptions to Limitations

The above paragraphs 10.8 to 10.9 do not apply to claims arising from fraudulent conduct, as well as to claims under the Product Liability Act and to liability for damage to life, health and bodily harm.

10.11 Personal Liability

To the extent that the liability of Profeq GmbH is excluded or limited under these General Terms and Conditions, this also applies to the personal liability of the employees, associates, representatives and vicarious agents of Profeq GmbH.

11. Special instructions

11.1 Profeq GmbH explicitly points out to the customer that the assembly of the delivered furniture item must take place in accordance with the instructions in the manual. In particular, all items and products supplied by Profeq GmbH must be stored in a dry place and must not come into contact with solvent-containing agents.

11.2 If the buyer does not follow the assembly instructions or independently makes changes to the products supplied by Profeq GmbH, any warranty from Profeq GmbH will lapse, unless the buyer can convincingly refute that one of these circumstances did not cause the defect.

11.3 At the request of Profeq GmbH, the buyer undertakes to return the goods he criticizes to Profeq GmbH for inspection in the condition as delivered.

11.4 The parties agree that Profeq GmbH is not responsible for the advertising statements of third parties (e.g. manufacturers within the meaning of § 4 para. 1 and 2 of the Product Liability Act or their assistants) regarding the properties of the purchase object or with regard to to the indication of certain properties of the item, unless the lack of knowledge of these advertisements themselves is based on intent or gross negligence on the part of Profeq GmbH.

12. Trademarks

The goods may not be sold without the trademarks applied by us. Furthermore, the orderer is prohibited from using our trademarks in any way. Our printing blocks remain our property even after full payment.

13. Data processing and data protection

The protection of customer personal data is of great importance to Profeq GmbH. Therefore, Profeq GmbH takes appropriate measures to prevent unauthorized access to the customer's personal data and its misuse.

Reference is made to the privacy statement of Profeq GmbH, which the customer can consult here.

Profeq GmbH processes and uses customer data for the execution of the contract and for maintaining the customer relationship.

The customer is informed that the collection, processing and use of his data is done on a voluntary basis. He may withdraw his consent at any time with immediate effect for the future without giving reasons and without adverse consequences. For this purpose, a written notification (letter, fax or e-mail) or a telephone notification to Profeq GmbH is sufficient.

If the customer exercises his right of withdrawal, Profeq GmbH will delete his personal data, unless there is a legal basis for further processing of the data (e.g. fulfillment of contractual obligations, retention obligations).

The customer has the right to information according to Art. 15 EU GDPR. Profeq GmbH will inform him which personal data of his is stored and to whom it may have been passed on. Furthermore, the customer has the right to rectification according to Art. 16 EU GDPR, the right to erasure according to Art. 17 EU GDPR and the right to restriction of processing according to Art. 18 EU GDPR (right to block for certain purposes). The customer has the right to receive his personal data, which he has provided to Profeq GmbH, in a structured, commonly used and machine-readable format or to demand its transfer to a responsible person (right to portability according to Art. 20 EU GDPR). In addition, he has the right to file a complaint with the supervisory authority, the Landesamt für Informationssicherheit und Datenschutz Nordrhein-Westfalen.

14. Place of performance and competent court

14.1 Place of performance for both parties is Kerkrade (Netherlands). Competent court is the court that has jurisdiction over our registered office in Aachen. This also applies to bill of exchange, check and deed processes.

14.2 The law of the Federal Republic of Germany applies, with the exception of private international law. The provisions of the Vienna Sales Convention do not apply.

14.3 The invalidity of individual parts of these terms and conditions or of the other contract contents shall not affect the validity of the other provisions.