Terms and Conditions

General Terms and Conditions of Sale and Delivery of CS One Group GmbH & Co. KG

Status: February 2024

  • General & Scope of the General Terms and Conditions of Sale and Delivery
    • These General Terms and Conditions of Sale and Delivery (hereinafter referred to as "GTSD") shall apply exclusively. Any terms and conditions of the Buyer that conflict with or deviate from these GTSD shall not be recognised unless CS One Group GmbH & Co. KG (hereinafter "CS One") has expressly agreed to their validity in writing. These GTSD shall also apply if CS One carries out the delivery to the Buyer without reservation in the knowledge that the Buyer's terms and conditions conflict with or deviate from these Terms and Conditions of Sale.
    • All agreements made between CS One and the Buyer for the purpose of executing this contract must be set out in writing in this contract.
    • These GCSD shall only apply to companies within the meaning of § 14 BGB (German Civil Code).
  • Prices, offers and payment
    • Only the prices shown or offered in the valid price list shall apply. The prices for the products offered are shown in euros and are ex CS One's registered office plus shipping costs. The statutory value added tax is not included in the prices and will be shown separately on the invoice at the statutory rate on the day of invoicing.
    • CS One reserves the right of ownership and copyright to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties. This applies in particular to written documents that are labelled "confidential". The documents may only be passed on to third parties with the written consent of CS One.
    • The purchase price must be paid in advance or by company direct debit within 7 days of the invoice date. In the case of advance payment, payment must be made immediately after conclusion of the contract, but at the latest before shipment. Payment is deemed to have been made when the full invoice amount has been credited to the CS One bank account stated on the invoice and when CS One can dispose of the full amount without recourse (receipt of payment). Payment by company direct debit is only possible if the creditworthiness of the Buyer is guaranteed. CS One is entitled to charge the Buyer for the costs of a credit check, the SEPA direct debit and any costs incurred by chargebacks from the Buyer's bank.
    • If the Buyer is in default, CS One is entitled to demand interest on arrears at a rate of 6% p.a. above the base interest rate in accordance with § 247 BGB.
    • CS One is entitled to add or delete individual items during the validity of the price list.
    • The Buyer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed, are due or have been recognised in writing by CS One. The Buyer shall only be authorised to exercise a right of retention if its counterclaim is based on the same contractual relationship. The Buyer shall have no right of retention in respect of disputed counterclaims.
  • Transfer of risk and means of transport
    • Unless otherwise agreed, the transfer of risk for free deliveries shall take place without reservation at the Buyer's loading ramp. In the case of collection by the Buyer or a logistics service provider commissioned by the Buyer, the transfer of risk shall take place without reservation from the ramp of the CS One warehousee.
    • Transport and other packaging in accordance with the Packaging Ordinance will not be taken back. The Buyer undertakes to dispose of the transport and other packaging at its own expense.
    • The Buyer undertakes to exchange accepted transport pallets of the same quality, quantity and brand. Otherwise, CS One is entitled to charge the applicable price per pallet according to CS One's current price list for the number of pallets not exchanged. The terms of payment for non-exchanged pallets correspond to those of the respective delivery.
  • Defects and Disability
    • The Buyer's warranty rights presuppose that the Buyer has duly fulfilled its obligations to inspect and give notice of defects in accordance with § 377, 378 of the German Commercial Code (HGB).
    • Insofar as CS One is responsible for a defect in the purchased item, CS One is entitled, at its discretion, to remedy the defect or deliver a replacement. In the event of rectification of the defect, CS One shall only bear the costs up to the amount of the purchase price. Any return of the goods is only possible with the express consent of CS One.
    • If CS One is unwilling or unable to remedy the defect or provide a replacement delivery, in particular if this is delayed beyond a reasonable period of time for reasons for which CS One is responsible, or if the remedy of the defect or replacement delivery fails in any other way, the Buyer shall be entitled, at its discretion, to demand cancellation or reduction of the purchase price.
    • Unless otherwise stated below, further claims by the Buyer are excluded, irrespective of the legal grounds. CS One is therefore not liable for damage that has not occurred to the delivery item itself. In particular, CS One shall not be liable for lost profits or other financial losses suffered by the Buyer.
    • The above limitation of liability shall not apply if the cause of damage is based on intent or gross negligence, an assumed guarantee, mandatory liability under the Product Liability Act, breach of a material contractual obligation or injury to life, limb or health; however, the obligation to pay compensation shall be limited to the foreseeable damage.
    • In the event of a merely negligent breach of duty by CS One or by a vicarious agent of CS One, liability is limited to the foreseeable damage typical for the contract.
    • Insofar as CS One's liability is excluded or limited, this shall also apply to the personal liability of CS One's employees, workers, staff and vicarious agents.
    • The expiry of the minimum durability period does not oblige CS One to take back the goods.
  • Securing retention of title
    • The goods shall remain the property of CS One until full payment of all claims, including future claims, arising from the mutual business relationship, including all ancillary costs, and until the bills of exchange or cheques issued for this purpose have been honoured.
    • The Buyer is authorised to resell CS One's reserved goods in the ordinary course of business. The Buyer hereby assigns to CS One in advance all resulting claims against third parties in the amount of the respective invoice value including VAT. Notwithstanding this assignment, the Buyer shall remain authorised to collect the receivables. The Buyer shall hold the collected amounts in trust for CS One, separate them and list them as soon as CS One's claims become due. CS One reserves the right to revoke this authorisation if it becomes aware that the Buyer is experiencing payment difficulties or otherwise fails to meet the obligations it has assumed.
    • CS One's authorisation to collect the claim itself remains unaffected by this. However, CS One undertakes not to collect the claim as long as the Buyer fulfils its payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency or composition proceedings has been filed and payments have not been suspended. If this is the case, however, CS One may demand that the Buyer informs CS One of the assigned claims and the debtor, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
    • In the event of breach of contract by the Buyer, in particular default in payment, CS One is entitled to take back the purchased goods. CS One's repossession of the purchased item does not constitute a cancellation of the contract unless CS One has expressly declared this in writing. Seizure of the purchased item by CS One always constitutes cancellation of the contract. CS One is entitled to realise the purchased item after taking it back; the realisation proceeds shall be offset against the Buyer's liabilities, less reasonable realisation costs.
    • The buyer is obliged to treat the purchased item with care. In particular, he is obliged to insure it adequately at his own expense against damage caused by fire, water or theft at replacement value.
    • In the event of seizure or other interventions by third parties, the Buyer must inform CS One immediately in writing so that CS One can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not able to reimburse CS One for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Buyer is liable for the loss incurred by CS One.
    • CS One undertakes to release the securities to which CS One is entitled at the Buyer's request to the extent that the realisable value of CS One's securities exceeds the claims to be secured by more than 20%. CS One shall be entitled to select the securities to be released.
  • Packaging
    • The Buyer undertakes to resell or offer the purchased item only in its original packaging. The Buyer also undertakes not to repackage the purchased item or to offer or sell it alone or together with products of third parties or their products alone in the original packaging supplied, unless CS One has agreed to this offer or resale in writing. Resellers undertake to impose compliance with these conditions on their buyers.
    • The Buyer undertakes to dispose of the transport packaging properly at its own expense in accordance with the provisions of the Packaging Ordinance.
  • Data protection
    • Insofar as personal data is collected, used and stored by CS One, this shall be done in accordance with the provisions of the Federal Data Protection Act. By transmitting data to CS One, the Buyer consents to the storage and utilisation of the data within the framework of the Federal Data Protection Act.
  • Place of jurisdiction and final provisions
    • The place of jurisdiction is the registered office of CS One. However, CS One is also entitled to sue the Buyer at the court of his place of residence.
    • Unless otherwise agreed, the place of fulfilment is CS One's registered office.
    • The invalidity or ineffectiveness of one of the provisions of these Terms and Conditions of Delivery and Service shall not result in the invalidity or ineffectiveness of the remaining provisions. Rather, the parties undertake to replace such a provision with one that comes closest to the intention of the parties and fulfils the economic purpose of this contract in a legally permissible manner.
    • This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany.

You can also download General Terms and Conditions of Sale and Service of CS One Group GmbH & Co. KG as a PDF file.

General Terms and Conditions of Sale and Service of CS One Group GmbH & Co. KG

Status: January 2024

  • General & Scope of the General Terms and Conditions for the Provision of Service
    • Our offers, deliveries and other services relating to the provision of services - including future services - to the persons named in Clause 1.2 are provided exclusively on the basis of these General Terms and Conditions for the Provision of Services (hereinafter referred to as "GTC"). Terms and conditions that conflict with or deviate from these GTC will not be recognised unless CS One Group GmbH & Co. KG (hereinafter referred to as "CS One") has expressly agreed to their validity in writing.
    • Our GTC shall only apply to persons domiciled in Germany (Federal Republic of Germany) who are acting in the exercise of their commercial or self-employed professional activity when concluding the contract ("entrepreneurs") and to domestic legal entities under public law or a domestic special fund under public law (hereinafter "client"). They do not apply to natural persons who conclude the contract for a purpose that cannot be attributed to their commercial or independent professional activity ("consumers").
    • These GTC shall also apply if CS One performs the service to the Customer without reservation in the knowledge that the Customer's terms and conditions conflict with or deviate from these GTC.
  • Contract content, conclusion of contract
    • The details and information contained on our homepage and other company documents such as presentations, catalogues, brochures etc. shall only become legally binding parts of the contract if the contract expressly refers to them.
    • Our written order confirmation alone shall be decisive for the content of the contractual relationship as well as for the scope of delivery and performance, in the event of a binding offer on our part and its timely acceptance by the customer. Collateral agreements, verbal declarations by employees or representatives and changes to confirmed orders (including changes to delivery items) require our written confirmation to be effective; transmission by telecommunication is sufficient.
  • Product descriptions, offer documentation
    • Service descriptions on the homepage and other company documents such as presentations, catalogues, brochures, etc. do not constitute guarantees of quality.
    • We reserve all property rights, copyrights and industrial property rights (including the right to register these rights) to our offer documents, illustrations and cost estimates. The documents listed must be returned to us immediately at our request if our offer is not accepted.
  • Delivery time, default of acceptance
    • Delivery and performance deadlines are only binding if they have been expressly confirmed by us in writing.
    • The delivery period shall be extended appropriately - even within a delay - in the event of force majeure and all unforeseeable obstacles occurring after conclusion of the contract for which we are not responsible, insofar as such obstacles can be proven to have an influence on the provision of the service owed. This shall also apply if these circumstances occur at upstream suppliers. We shall inform the customer of the beginning and end of such hindrances as soon as possible. If the hindrance lasts longer than three months or it is certain that it will last longer than three months, both the customer and we may withdraw from the contract.
    • If we are in default of delivery or performance due to simple negligence, our liability for damages due to the delay in delivery or performance, which may be claimed in addition to the delivery/performance, shall be limited to 0.75% of the value of the delivery/performance for each completed week of delay, but to a maximum of 5% of the value of the delivery/performance. If the customer claims damages in lieu of delivery or performance in the aforementioned cases, this claim for damages shall be limited to 15% of the value of the delivery or performance. The limitation of liability according to the above sentences 1 and 2 shall not apply in the event of delay due to gross negligence, nor in the event of injury to life, limb or health, nor in the event of a transaction for delivery by a fixed date, i.e. a transaction in which the transaction stands or falls with compliance with the fixed time of performance.
  • Prices
    • Unless otherwise agreed, the prices stated in our offers are in euros plus VAT at the statutory rate applicable at the time of invoicing and plus shipping costs.
    • CS One reserves ownership rights and copyrights to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties. This applies in particular to written documents that are labelled "confidential". The documents may only be passed on to third parties with the written consent of CS One.
  • Terms of payment, credit rating doubts
    • Unless otherwise agreed, our invoices are due for payment without deduction 7 days after the invoice date. Payment shall only be deemed to have been made when CS One can dispose of the entire amount without recourse (receipt of payment).
    • Cheques will only be accepted by special agreement between the parties and will only be deemed payment after they have been credited without reservation. All costs incurred in this respect, in particular bank, discount and other charges plus VAT, shall be borne by the customer and are due immediately.
    • Offsetting or the withholding of payments with the effect of offsetting is only permitted on the basis of legal claims of the customer that are recognised by us, undisputed, ready for decision or legally established.
    • From the time of default, CS One shall be entitled to demand default interest at a rate of 6% p.a. above the base interest rate in accordance with § 247 BGB. The contracting parties are at liberty to provide evidence of higher or significantly lower actual damages. Our right to demand interest on arrears of four percentage points p.a. above the respective base rate, at least 5% p.a., from the due date in the case of a mutual commercial transaction shall remain unaffected.
    • If it becomes apparent after conclusion of the contract that our claim to payment is jeopardised by the customer's inability to pay, we shall be entitled to refuse performance and actions preparatory to performance. The right to refuse performance shall lapse if payment is effected or security is provided for it. We may set the customer a reasonable deadline for payment/provision of security. After unsuccessful expiry of the deadline, we are entitled to withdraw from the contract.
  • Conditions for the provision of services
    • The customer shall support us in the provision of these support and consultancy services by providing appropriate co-operation.
    • The customer commissions our services in the form of service days.
  • Remuneration, default of payment, default of acceptance
    • Unless otherwise agreed, the services ordered by the customer in the form of service days shall be invoiced at daily rates plus ancillary costs for travel, accommodation and expenses in accordance with our current list of prices and conditions. One service day corresponds to 8 hours. Services provided on site at the customer's premises are invoiced as half or full days. Additional hours in excess of 8 hours will be invoiced separately on a pro rata basis at the daily rate. Waiting times are considered working time. Travelling time is charged at half the hourly rate. Travel expenses such as hotel, flight, taxi, public transport, hire car, parking and travel expenses in accordance with statutory requirements are charged on a 1:1 basis. For car journeys €1/km and for train journeys the 2nd class ticket price will be charged.
    • Service days shall be invoiced monthly together with the ancillary costs. If ten or fewer service days are ordered, these shall be invoiced in advance; the ancillary costs shall be invoiced in accordance with sentence 1. XI. 1) shall apply accordingly to the due date of our invoices.
    • XI. 4) shall apply accordingly to the default interest to be paid by the customer in the event of default in payment.
    • Gerät der Kunde mit der Annahme der Leistungstage in Verzug, so können wir nach fruchtlosem Ablauf einer aufgrund Gesetzes erforderlichen und von uns gesetzten angemessenen Nachfrist vom Vertrag zurücktreten und/oder Schadensersatz statt der Leistung verlangen. Bei Geltendmachung von Schadensersatzansprüchen statt Leistung können wir ohne Nachweis eine Entschädigung in Höhe von 50 % der Vergütung zur Abgeltung des entgangenen Gewinns verlangen. Den Vertragspartnern bleibt der Nachweis eines höheren bzw. wesentlich niedrigeren tatsächlichen Schadens unbenommen.
  • Limitation of liability
    • We shall be liable in accordance with the provisions of the Product Liability Act and in cases of inability and impossibility for which we are responsible. Furthermore, we shall be liable for damages in accordance with the statutory provisions in cases of intent, gross negligence, the assumption of a guarantee and in the event of injury to life, limb or health for which we are responsible. If we breach an obligation through simple negligence, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may regularly rely, or an obligation the breach of which jeopardises the achievement of the purpose of the contract, our obligation to pay compensation shall be limited to the foreseeable damage typical of the contract; Clause 4.3 - Limitation of liability in the event of delayed delivery - shall remain unaffected. In all other cases of liability, claims for damages due to the breach of an obligation arising from the contractual relationship and due to unauthorised action are excluded, so that we are not liable for loss of profit or other financial losses of the customer in this respect.
    • If the customer has failed to protect himself against data loss by backing up data, our liability in cases of simple negligence shall be limited to the cost of restoring existing data backups.
    • Insofar as our liability is excluded or limited on the basis of the above provisions, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
    • This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany.
  • Subcontractors and vicarious agents
    • CS One is authorised to commission subcontractors with the performance of services, provided that the respective subcontractors are sufficiently competent persons.
    • CS One is authorised to use vicarious agents to provide services. CS One will ensure through careful selection that the vicarious agents employed are sufficiently qualified, reliable and diligent in terms of professional training and experience and have the knowledge and experience required to fulfil the assigned tasks. CS One will specify in the individual order the vicarious agent(s) it intends to use to fulfil the contract.
    • The Customer is authorised to provide CS One with auxiliary staff. The employer functions with regard to the vicarious agents employed by CS One, insofar as they are employees of the Contractor, are the sole responsibility of the Contractor, and those with regard to the auxiliary staff to be provided are the sole responsibility of the Customer. In all other respects, the Client has no claim to specific vicarious agents. CS One undertakes to cooperate continuously in the project and will replace vicarious agents who are absent for longer than 4 weeks (e.g. due to illness, holiday or for other reasons) with other comparably qualified vicarious agents at the Contractor's request. Foreseeable downtimes shall be discussed and coordinated with the Client as early as possible. When replacing its vicarious agents, CS One shall ensure a detailed handover and thorough familiarisation of the new vicarious agents. If further training is required by the Customer, these costs shall be borne by CS One (if an employment relationship exists between the vicarious agent and CS One).
  • Confidentiality
    • The contracting parties undertake to treat as confidential all items (e.g. software, documents and information) which they receive or become aware of from the other contracting party before or during the execution of the contract and which are legally protected or contain business or trade secrets or are designated as confidential, even beyond the end of the contract, unless they become publicly known without breach of the confidentiality obligation. The contracting parties shall store and secure these items in such a way that access by third parties is excluded.
    • The customer shall only make the delivery items accessible to those employees and other third parties who require access in order to fulfil their official duties. He shall instruct these persons about the confidentiality of the delivery items.
    • We shall process the customer's data required for business transactions in compliance with data protection regulations. We may name the customer as a reference customer after successful completion of the services.
  • Place of fulfilment, applicable law, place of jurisdiction
    • The place of jurisdiction is the registered office of CS One. However, CS One shall also be entitled to sue the customer at the court of his place of residence.
    • The law of the Federal Republic of Germany shall apply to these GTC and the entire legal relationship between us and the customer, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
    • If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all rights and obligations of the parties to the contract arising from transactions of any kind - including disputes relating to bills of exchange and cheques - shall be the registered office of CS One. The same shall apply if the customer does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode out of Germany after conclusion of the contract or his place of residence or habitual abode is not known at the time the action is filed.

You can also download our General Terms and Conditions for the Provision of Services of CS One Group GmbH & Co KG as a PDF file.