Terms and Conditions
Terms of sale, delivery and payment
Tarif from 1st January 2024
Deliveries occur exclusively under our terms of sale, delivery and payment. Differing purchasing terms of the purchaser are not acknowledged by virtue of acceptance of his order. By accepting the goods supplied by us, the purchaser declares his agreement with our terms. If one of the following terms of sale, delivery and payment becomes invalid as a result of differing legal regulations or jurisprudence, it is considered agreed that this will not affect the legal effectiveness of the remaining terms of sale, delivery and payment in their entirety.
Unless described as “fixed” or “binding”, our offers are provisional and do not entail any obligation to accept orders. Our offers refer to the price lists, catalogues and brochures valid when the offer is submitted.
Prices are based on the price list valid on the date of delivery. We reserve the right to amend prices or add surcharges during the year if the costs of raw materials, energy or freight increase significantly on the general market.
Our ceramic tiles are graded as follows: 1st grade – this corresponds to DIN EN 14411. Normal requirements in respect of perfect body, surface, cleanliness and flawless glaze can be made on 1st grade. Minor defects, slight deviations in shape and colour in individual tiles are permissible, provided that they do not impair the overall appearance when correctly laid. 2nd grade – tiles with clearly visible defects, which cannot be described as 1st grade. Compliance with DIN EN 14411 quality requirements is not a prerequisite.
The quality of the tiles is identified as follows: 1st grade: Packing which contains the text “1st grade” and DIN EN 14411. Any quality different from 1st grade are identified accordingly. We don’t grant any warranty for qualities different from 1st grade.
5. Delivery times
Delivery periods or dates are only binding if confirmed by us in writing, and commence from the date of complete finalisation of the relevant order, based on our written confirmation. Substantial delays in delivery as a result of fire, manufacturing faults, strikes and other circumstances over which we have no control, will be communicated to the customer, and entitle us to an appropriate extension of the delivery time. The delivery time is considered to be fulfilled if the goods are sent before expiry of the delivery period.
If we are responsible for a delay or interruption in the delivery, then the purchaser can set a reasonable period of grace and, if this expires without result, withdraw from the contract. No further claims exist, particularly claims for damage compensation, subject to the regulation in Clause 12. We can declare orders with a release period to be invalid, in cases where the goods are not accepted on time and a one-week period of grace has been granted.
7. Packing and loading
Our prices are quoted inclusive of loading costs for despatch by lorry. Our goods are loaded onto euro pallets, among other things. If the euro pallets are exchanged for the same number of intact pallets upon collection from one of our factories or upon delivery within the Federal Republic of Germany, then the euro pallets will not be invoiced. We supply large format tiles and slabs on special pallets (not euro pallets). It is not possible to exchange and/or return these special pallets. In the event of carriage-paid returns of euro pallets in perfect condition, we will credit these to the customer pro rata. The prices and the relevant credit note amount for the euro pallets will be based on the freight rate schedule valid on the date of delivery.
8. Shipping within Germany (mainland only)
Sales are ex works; shipping is at the expense and risk of the buyer. Collection by the buyer is only possible upon express agreement. If transport insurance is required, the buyer shall bear the insurance costs. Partial deliveries are always permissible, whereby we will make every effort to ship as cheaply as possible. We are only liable for damage that can be solely attributed to improper packaging. Damage in transit must always be reported immediately to the carrier for examination, and the written record of negotiations provided for in such cases must be requested. Shipping outside of Germany (mainland) is to be regulated and agreed on an individual basis.
9. Terms of payment
The invoice is issued on the day of dispatch and is payable no later than 30 days after the date of invoice without deduction. For payments within 8 days from the date of the invoice, we grant a 2% cash discount on the discountable amount shown. If the due date of payment is exceeded we are entitled to charge default interest. The granting of the discount requires all previous receivables to be balanced. The prerequisite for payments with acceptances or customer bills of exchange is that the payment is made within 8 days of the invoice date. The term must not exceed 3 months, acceptance is at our discretion in individual cases (discount option) and the overall discount charges are borne by the customer. Payments by cheque are only considered to be fulfilled when they are cashed. The supplier has the right to assign his claims against the purchaser (customer) to a third party. Only counterclaims that have been acknowledged by us in writing or are legally valid entitle the buyer to offset or withhold due payment. Notification of defects does not relieve the client from the timely settlement of the invoice as long as we provide the client with a bank guarantee for the claimed amount which is valid up to 14 days after the legal force of the judgment on the complaint and serves to secure the counterclaim from the complaint. If the buyer loses the legal dispute, he will bear the costs of the bank guarantee. If the above terms of payment are not adhered to, or if the payment behaviour of a buyer worsens towards us or other creditors (e.g. bill protests or lawsuits etc.), our claims will be due immediately, even if we have accepted bills of exchange or acceptances with a later due date. In this case we also reserve the right to demand advance payments even after conclusion of the supply contract.
10. Retention of title
a) We retain ownership of all goods delivered by us, until the purchaser has paid all debts from the business relationship, particularly any current account balance. We must be notified of pledges by other creditors immediately.
b) In the event of defaults in payment, a substantial deterioration in the purchaser’s financial circumstances, the opening of judicial or extra-judicial composition proceedings or bankruptcy proceedings in respect of the purchaser’s assets, we can without withdrawing from the contract, demand the return of the item, in which case the costs of return transport are borne by the purchaser. The same applies if substantiated doubts arise about the purchaser’s ability or willingness to pay, after delivery.
c) The purchaser may only resell or further process the goods subject to retention of title in proper business transactions, provided that he is not in arrears with payment; he may not pledge them to third parties, nor transfer them as security. The purchaser will assign any claims arising from processing, mixing or selling the goods supplied by us, to us with top level priority, to the amount of the sum at which our reserved goods, used for this purpose, were invoiced by the purchaser or at which they are costed in the collective invoice. The purchaser is obliged to tell us, on request, the name of the pledge creditor, as well as the above-specified amounts; at the purchaser’s request we will select, by written declaration to him, from the claims thus assigned to us, those necessary to safeguard our balance; when this declaration is received by the purchaser, the assignments existing beyond this will be cancelled, with retroactive effect. If, in addition to our advance assignments in respect of the purchaser’s claim against the garnishee, such assignments also exist in reference to other suppliers, with a mutually diminishing effect, then all advance assignment creditors will be entitled to the purchaser’s claim against the garnishee in the proportion of their claim against the pledge creditor.
d) The purchaser must transfer assigned claims, which have been collected by him to cover his due obligations, to us immediately, but until then must identify these objects as externally owned stock in his books and hold them in trust for us.
e) We undertake to release – at our own option – the securities to which we are entitled in accordance with the above regulations, insofar as their realisable value exceeds the claims to be protected by 20%. With complete payment of all our claims from the business relationship, the ownership of the goods supplied by us and the claims assigned to us will pass at once to the purchaser.
11. Composition and defect claims
a) Our tiles comply with DIN EN 14411. Deviations in size, weight, colour and the surface quality of the tiles, resulting from the special process of ceramic manufacture to the extent customary in the trade do not represent defects. Acidic and/or caustic cleaning agents can cause damage if used incorrectly. Complaints must be made about defective goods immediately after receipt of the consignment. The same applies if goods other than those ordered are delivered. We do not undertake any warranty for goods not supplied in the 1st grade.
b) Complaints about visible defects must be made in writing immediately, and in any event before processing of the tiles. Complaints must be made about hidden defects as soon as they are discovered. Complaints that are submitted after expiry of the complaint period may be rejected by us.
c) If goods supplied by us are defective as per a), we are obliged – at our option – under exclusion of further guarantee claims by the purchaser, to provide compensation or subsequent performance within an appropriate period of grace. If we have not provided compensation or subsequent performance within an appropriate period of grace conceded to us in writing by the customer, or if the subsequent fulfilment has been unsuccessful, then the purchaser can withdraw from the contract, under exclusion of all other claims, or request a price reduction. Purely visual defects only give an entitlement to a reduction.
d) If a tiled surface which is the subject of a complaint is removed without our prior written agreement, we will reject all guarantee claims.
e) Tile remnants are not taken back. We are not obliged to accept goods returned without our consent. We are entitled to send them back or store them at the sender’s expense and risk.
f) The legal limitation periods apply for claims for defects.
12. Other liability
Any liability going beyond the above regulations as well as all other and more extensive claims, irrespective of the legal grounds (e.g. unauthorised treatment, default, failure to conclude the contract, absolute liability etc.), especially for damage compensation, are excluded. However, we will accept liability up to an amount of 25% of the order value in case of fault by our managing employees and legal representatives going beyond slight negligence, as well as for absence of expressly promised characteristics. We accept liability within the bounds of the legal requirements for claims in accordance with the product liability law and recourse claims.
13. Foreign prices
All foreign offers and sales require our previous explicit agreement.
14. Place of jurisdiction
German law will be applicable to the business relationship between the supplier and the purchaser (customer). The purchaser (customer) shall bear all fees, costs and expenses incurred in connection with any successful legal action against him outside Germany. Place of jurisdiction is Hamburg.
15. Data protection
Please note that personal data belonging to our contractual partners is stored, transferred and – if necessary - amended – by us, in accordance with the Federal Data Protection Law.
Panariagroup Deutschland GmbH