Delivery and payment conditions as of August 1, 2023
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bemberg AG + Co KGaA
Steinhöft 9
20459 Hamburg
Hamburg District Court HRB 166343​
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and for all franchised and licensed operations in the respective country (hereinafter referred to as bemberg):
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1. General
1.1. The following delivery and payment conditions apply to all business transactions of the bemberg® group of companies; in case of doubt, the contractual partner is always Wellever Brands GmbH, Schönbühlstrasse 5, CH 8200 Schaffhausen, as the owner of the international brand bemberg®, hereinafter referred to as bemberg®. They are expressly acknowledged in this form by the purchaser, at the latest upon acceptance of the delivery/service, and made part of the contractual agreement.
1.2 In principle, all agreements must be made in writing. No verbal additional agreements will be made. Verbal additional agreements, in particular information regarding the on-site options and requirements for installing our systems, are only binding if they have been confirmed in writing by the management. Our sales staff are not authorized to make oral or written additional agreements or changes that are not in full accordance with these delivery and payment conditions.
1.3 Video consultations with mutual image and sound transmission, which lead to the conclusion of the purchase, are equated with personal consultation in the bemberg® sales rooms, sales rooms of bemberg® partners or customer-side project-related construction sites.
1.4 We would like to expressly point out at this point that we cannot provide any advice or recommendations about necessary construction measures that do not directly affect our own products. In particular, we cannot give advice on the on-site wall, floor, ceiling, ventilation, ventilation, insulation and temperature properties or building regulations. No liability is accepted for structural damage resulting from unsuitability of the on-site conditions. Before installing a bemberg® cabin or another bemberg® product, please contact your architect or your trusted specialist company to clarify the suitability of the on-site trades. If the on-site trades do not give bemberg® approval for the installation of the bemberg® product and it is still to be installed at the express request of the customer, these delivery and payment conditions apply and have already raised concerns, so that there is no warranty and no liability for the scope of the bemberg® takes over the delivery of the product.
2 offers
2.1 Our offers are subject to change. After confirmation, the illustrations, dimensions or drawings included in the offers or order confirmations are only binding to the extent that there are no subsequent on-site changes, official regulations are changed or newly issued or design changes are made.
2.2 If changes become necessary for these reasons, we reserve the right to adapt the information to the changed circumstances. If additional costs arise as a result, these will be borne by the customer.
2.3 If there are discrepancies between words, images and drawings within offers or order confirmations, the written text of the original or mutually updated written order agreement ultimately regulates the contractual intent of the contractual partners.
3. Prices
3.1 The prices are fixed prices for a period of 6 months from the conclusion of the contract. If delivery only takes place after 6 months for reasons for which the customer is responsible, we are entitled to charge the prices valid on the day of delivery. The same applies to call orders if delivery was agreed later.
3.2 All prices are generally ex works in the European Union or Switzerland. The costs for additional services such as packaging, insurance, delivery and assembly as well as additional materials required for connection are calculated separately. If the goods are delivered by truck and assembled by bemberg® personnel, the costs for freight and assembly can be billed as a flat rate. This flat rate assumes that assembly can take place immediately after delivery without interruption and that only one trip is required for delivery and assembly. If additional trips become necessary for reasons for which we are not responsible, the resulting additional expenses will be passed on to the customer. The costs for services to be provided on site, such as: B. External insulation and cladding of the adjacent walls, electrical supply lines and supply and exhaust air openings in the room are generally not included in our prices.
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4. On-site requirements/preliminary services
4.1 The client undertakes to complete all on-site work before the agreed delivery and assembly date. For the installation of saunas, infrared cabins, steam cabins, multifunctional cabins, etc., there must be sufficiently wide doors, stairs and corridors up to the installation site. Unless otherwise agreed, at least 80 cm wide passages are required.
4.2 The space provided for assembling the sauna or other heat cabin must be swept clean upon delivery. The floor in the sauna area and in the sauna anteroom, the electrical installation, the necessary work for connecting the ventilation and/or the laying of supply and exhaust air ducts must be ready at the time of delivery. If any construction work is only partially completed on site and the sauna is already installed in advance, the customer undertakes to carry out the missing work, such as: B. Supply and exhaust air openings, electrical work, etc. must be carried out by the customer at a later date. The customer expressly releases bemberg® from carrying out a follow-up inspection - this inspection is the sole responsibility of the customer.
4.3 Plumbing and electrical work as well as masonry and insulation work, painting and filling work on walls/ceilings must generally be carried out on site by a specialist company. bemberg® assumes no liability for inadequate or incorrect installations or missing or inadequate insulation of the windows/exterior/partitions. Liability of bemberg® for defective preliminary work on site is generally excluded.
5. Delivery time and delivery conditions
5.1 The delivery time is 10-12 weeks from approval, unless otherwise defined in the offer/order. The delivery time of our merchandise is generally based on the delivery time of the respective manufacturer or upstream supplier. In the event of any delay in delivery, the grace period to be set for us must be at least 3 weeks.
5.2 We are only obligated to pay compensation after or due to default in the event of intent or gross negligence up to a maximum of 10% of the value of our product. If we are not responsible for the delay in delivery, this is due in particular to force majeure, such as: B. operational disruptions through no fault of our own, delays in the delivery of essential raw and auxiliary materials due to strikes, lockouts, pandemics, global economic crises, terrorism, war, etc., then the delivery period is extended or the agreed delivery date is postponed by the period of time for which these are not the fault delivery difficulties. In these cases, the customer is entitled to withdraw from the contract after 5 months have passed since the original delivery date. However, further claims for damages are fundamentally excluded.
5.3 bemberg® always supplies saunas and other heat cabins that are set up outdoors with a high-quality roof polymer film based on the vulcanization principle. To process these special roof films, an outside temperature of at least +10°C and dryness (no rain for 2 x 24 hours) are required. If this is not possible due to weather conditions, there may be interruptions in delivery times or delays for the entire construction of the heat cabin. In order to limit damage, the protective roof is the most important component to protect the entire cabin. The customer takes note of this fact and approves it in relation to the delivery time.
5.4 bemberg® reserves the right to postpone or cancel an already agreed delivery date due to unforeseen general traffic disruptions, such as traffic jams, which are causally related to the arrival of the fitters.
6. Payment Terms
6.1 All payments are to be paid net without further deductions immediately, no later than 8 days after delivery (assembly). If the customer, or the dealer or authorized representative, is not present when the assembly is completed for handover or commissioning despite an appointment being made, the bemberg® technicians are entitled to confirm completion in writing in the customer's absence. bemberg® is entitled to make half (50%) of the order value due by partial invoice at any time during the delivery period; payable at the latest within 8 days from the date of the partial invoice. Agreed delivery times only run from receipt of payment of the partial invoice. For orders worth more than EUR 10,000.00, a further 25% of the order value is payable net upon notification of readiness for dispatch and the issuing of a further partial invoice.
6.2 Payment must be made immediately when collecting merchandise. From an order value of EUR 500.00, delivery is generally made against advance payment. Payments can only be made directly to us at our company headquarters with discharging effect. Our field staff and fitters do not have any authority to collect debts.
Retention of title
7.1 The delivered goods remain our property until all claims arising from the business relationship have been fulfilled. The customer is not entitled to sell the reserved goods to bemberg® before full payment has been made. If the customer/dealer resells our goods in full or in part for consideration contrary to this agreement, then the purchase price claims acquired by the customer/dealer in the amount of our respective outstanding claims will be transferred to us. If the property in question in which the reserved goods are located is foreclosed or the goods themselves are foreclosed, the customer must notify us immediately and provide the relevant information.
7.2 The extended retention of title has been agreed. If our goods are installed in other objects and become a unit with them (e.g. a sauna heater from bemberg® is installed in a third-party sauna and forms a whole, or a sauna is installed in a third-party wellness or spa unit and forms a whole) , the entire items serve as security for bemberg® until the claim has been paid in full. If these are entire objects that represent real estate and the debtor is also the owner of the real estate, bemberg® may have the security entered as a security mortgage in the relevant judicial land register.
7.3 All drafts, plans and drawings are and remain our intellectual property until the order is legally placed and paid for and may not be passed on or reproduced without our prior written consent. Abuse is punishable under criminal and civil law. In addition, misuse that causes damage leads to a claim for damages up to the amount of the value (and the resulting lost sales) of the object depicted, in favor of bemberg®. For example, if a planned contractual relationship (order, order) is rejected or an existing one is canceled and a sauna cabin from another manufacturer, supplier, or in-house is then built with the intellectual property acquired from bemberg®, at least a payment of 50% of the lost amount will be made Sales due.
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8. Withdrawal from the contract / compensation
8.1 If the customer refuses to fulfill the contract in whole or in part, we are entitled, without prejudice to other legal measures, to demand a flat rate compensation of 50% of the order value or the order value for our loss of sales. On our part, the assertion of higher actual damages incurred is not excluded. Up to an amount of 50% compensation, it is agreed that the burden of proof lies solely with bemberg®'s contractual partner.
8.2 If bemberg® carries out a planning and design concept on behalf of an interested party and summarizes this in a drawing, the interested party may only use this for one bemberg® product. If the interested party violates this, a lump sum payment of EUR 1,500.00 is due.
9. Guarantee services, statutory warranty, repair services (subsequent performance)
9.1 bemberg® provides a guarantee of 5 years for the cabin for private use (for garden saunas 2 years) and 2 years for the heater and the control, as well as the statutory warranty for end users limited to all other parts for heat cabins, according to the current catalog 12 months. When used as a commercial sauna, including partial commercial use, we provide a 2-year guarantee for the same models on the cabin, the heater and the control. The law does not provide for a more extensive guarantee (as for private end consumers) in the commercial sector. Any defects must be reported in writing by the commercial buyer within 2 weeks of the final invoice date. All other sauna models come with a 2-year guarantee on the cabin and heater. For all other products and services the guarantee is 2 years. Excluded from all guarantees and warranties mentioned here are all wearing parts, e.g. B. steam cylinders, lamps, heating devices (heating coils, heating rods, etc.) and the like. The guarantee begins on the invoice date. Rectification services, unless they are hidden, must be reported in the acceptance report to avoid forfeiture or expiration. Under these conditions, bemberg® receives 3 months to remedy defects in the sauna cabin in order to assess the further physical behavior (solid movement) of wooden parts or components associated with wood. In the event of subsequent performance, the customer may make a retention amount equal to the value of the affected component, but not more. This applies expressly. By virtue of these conditions as agreed.
9.2 Excluded from the guarantee, warranty and repair are all specific properties of natural wood, such as dry cracks, knots and bark inclusions, resin galls, in logs and paneling wood from 14 mm thick, twisting and warping of the wood, provided that the sauna cabin remains sufficiently sealed from the outside , shrinkage gaps up to 7 millimeters and color changes. Bemberg® may carry out repairs to the wood using so-called knot spots (wood fillers). Any defects that occur must always be reported in writing. The product in question, with the exception of the sauna cabin itself, must always be sent to us freight prepaid for repairs. If the entire sauna cabin is affected, bemberg® is entitled to take the sauna cabin to the manufacturing plant for repairs for 8 weeks. If the warranty claim is accepted, the costs for transport will be borne by you from bemberg®. The repair or replacement delivery will neither extend nor renew the original warranty period. In addition to the claim for repair or replacement delivery, a claim for cancellation of the contract or reduction of the remuneration is excluded. In the event of a repair, the customer must give us a reasonable deadline in writing to carry out the repair.
9.3 Our guarantee expires if the original delivery product has been changed or modified by external companies or persons. The use of third-party, untested infusion concentrates also leads to the exclusion of the guarantee. When using our air conditioning systems, it is essential to follow the instructions in the operating instructions and to carry out the relevant maintenance work regularly, otherwise damage could occur for which we will not provide any guarantee.
9.4 Any further claims than those stated in these terms and conditions are excluded unless legal liability is stipulated. This does not limit the provisions of the statutory warranty of 6 months by the manufacturer without the obligation to provide proof and a further 18 months or 6 months with a permissible reduction (see 9.1) by the dealer/distribution company with the obligation to provide evidence by the customer.
10. Liability
10.1 Liability for damages due to the breach of primary or secondary contractual obligations or due to delay are excluded, unless they are based on grossly negligent or intentional breach of duty by us or our vicarious agents.
11. Place of jurisdiction and place of performance
11.1 The agreed place of jurisdiction for all legal disputes arising from the business relationship with registered traders is the competent court at the registered office of bemberg®. The court of the place where the disputed obligation is to be fulfilled has jurisdiction for all legal disputes with private contractual partners arising from a contractual relationship and regarding its existence. If the place of performance is not agreed differently in the contract, the respective headquarters of the bemberg® company that has become a contractual partner is considered the place of performance. In all other legal disputes with a special place of jurisdiction, the statutory provisions and regulations apply. The law of the Federal Republic of Germany (in case of doubt, EU law) in the EU and the law of the Swiss Confederation in Switzerland are expressly agreed, in each case excluding the conflict of laws or UN Convention on Contracts for the International Sale of Goods.
12. Partial nullity
If a provision or part of a provision is or becomes invalid, the parties undertake to create a new one that comes closest in content to the invalid one. The costs incurred for this will be offset between the parties. Should one or more provisions be or become ineffective, this will not affect the validity of the other provisions and the contract as a whole.
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bemberg AG + Co. KGaA
Steinhöft 9
DE - 20459 Hamburg
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