Terms and Conditions

I. Definition, Scope

  1. The following terms apply only to companies as defined by §310(1) of the German Civil Code (BGB).
  2. The following terms and conditions shall have exclusive application. Any conditions of the customer which contravene or deviate from these conditions are not recognised by Kohl & Sohn (hereinafter “Kohl”) unless expressly agreed in writing. The following conditions apply if regardless Kohl delivers to the product without prejudice while being aware of such contravening or deviating terms.
  3. Any such agreements which deviate from these conditions shall apply only if confirmed in writing by Kohl.

II. Bids, Order Confirmation

  1. If the order is considered a bid per §145 BGB, Kohl can accept it within 4 weeks.
  2. A promise to deliver is made only upon written order confirmation, but no later than the goods are shipped. Transmission by remote data transfer constitutes sufficient for of written form. If Kohl can provide evidence that it has sent a statement by fax or data transmission, it is assumed that the customer has received the statement.
  3. If Kohl uses a telemedia service to conclude a contact, the customer waives the right to specific information set forth in Art. 241 of the Preamble to the Civil Code (EGBGB) as well as confirmation that the order has been received. Electronically transmitted orders shall be deemed to be received when they are retrieved and opened by Kohl. Kohl reserves the right to delete orders without opening.



III. Prices - Terms of Payment

  1. All Kohl prices are ex stock plus the value-added tax applicable on the invoicing date.
  2. Invoices are payable net within 30 days of receipt.

  3. In cases of default, Kohl is entitled to interest at 8% above the federal basis rate for the entire defaulted amount from the first date of default.
  4. If, after conclusion of the contract that the payment claim of Kohl is at risk owing to the customer, can Kohl refuse performance and determine the customer a reasonable period within which it must pay to train to train on delivery or provide security. In case of refusal of the customer or the deadline expires without Kohl is entitled to rescind the contract and claim damages.



IV. Payment Default


  1. In addition to the statutory requirements, the customer may be considered in default after the passing of the deadline set forth in a previous payment reminder. If the due date of the payment has been specified, the customer comes into default without further notice. Upon default, Kohl is entitled to stop all deliveries or services to the customer.
  2. In cases of default or exceeding the credit limit, Kohl reserves the right to stop all deliveries until all accounts have been settled or the customer has paid down the balance to below the credit limit.
  3. If the customer does not fulfil its payment obligations in spite of reminders and a set deadline, or if the customer or its legal representatives initiate bankruptcy proceedings, the entire balance plus any additional costs will become due immediately. In these cases, Kohl is entitled to declare the cancellation of all unfulfilled contracts and retrieve previously delivered and unpaid goods to which Kohl retains title and to demand reimbursement for all costs related to the same. The obligation of reimbursement does not apply if the customer is not responsible for the default.
  4. If the customer is in default of its payment obligations, Kohl is entitled to charge interest at the statutory rate.



V. Retention of Title

  1. Kohl reserves title to the goods delivered until receipt of all payments derived from the business relationship with the customer.
  2. If Kohl asserts its title and places a lien against the delivered goods, this does not constitute withdrawal from the contract, unless the provisions of the Consumer Credit Act apply or the contract has been expressly revoked by Kohl in writing.
  3. The customer is entitled to resell the delivered goods in the ordinary course of business; the customer shall deliver all such payments from resale up to the purchase price (including VAT) agreed between the Kohl and the customer whether the goods are resold with or without further processing by the customer. The customer is hereby entitled to collect these amounts from its customers on behalf of Kohl. This does not, however, affect the right of Kohl to collect these amounts itself; but Kohl agrees not to collect the claims as long as the customer is meeting its payment obligations and is not in default. If the customer is in default, however, Kohl is entitled to demand that the customer give notice of its debts and their respective creditors, provide all information necessary for collection, hand over the relevant documents and inform debtors (third parties) of the assignment.
  4. Any processing or transformation of goods to which Kohl holds title is done on behalf of Kohl and its ownership interest. If the delivered goods are processed with other items not belonging to Kohl, Kohl acquires joint ownership of the new item in proportion to the value of the delivered goods to the other items included in the processing.
  5. If the delivered goods are inextricably mixed with other items not belonging to Kohl, Kohl acquires joint ownership of the new item in proportion to the value of the delivered goods to the other items mixed into the new product. The customer grants Kohl this joint-ownership interest.
  6. The customer may not pledge or place a lien against the goods delivered. Kohl shall be notified immediately if any goods to which it retains title are seized, confiscated or otherwise placed at the disposition of third parties and shall provide Kohl with all information and documents necessary to protect its rights and interests. Bailiffs and other third parties must be informed of Kohl's ownership interest.
  7. Kohl agrees to release its remaining ownership interests upon the customer's request if they exceed the value of the outstanding payments due by more than 20%. Kohl reserves the right to determine which interests will be released.

VI. Deliveries, Delivery Time


  1. Adherence to agreed delivery and service dates requires that all technical issues have been resolved and payments or other obligations of the customer have been or will be met in a timely manner. If not, then the delivery deadline will be extended.
  2. Kohl will deliver the contracted goods to the customer subject to timely and proper deliveries from its own supply chain.
  3. Partial deliveries are permitted, provided they do not cause practical disadvantages.
  4. If delivery is delayed at the request of the customer, the goods will be held at Kohl's facility at the risk and expense of the customer.
  5. Kohl will deliver the goods within the customary allowances with respect to specified dimension, unless express guarantee of dimensional precision is made.
  6. The delivery period will be extended due to force majeure, strikes, unfavourable weather conditions and other circumstances beyond Kohl's control for the duration of the hindrance.
  7. If the customer fails to accept the product or breaches other obligations to cooperate, Kohl is entitled to prefer other third party contracts and extend the delivery time. Without prejudice to further claims, Kohl is entitled to demand compensation for damages incurred, including any additional expenses.

VII. Shipping - Transfer of Risk

  1. Unless the order confirmation states otherwise, delivery occurs at Kohl's expense. Shipping is at the risk and expense of the customer. This also applies to returns.

  2. Transportation and other packaging cannot be returned.



VIII. Proprietary Rights

  1. The customer agrees to notify Kohl of any proprietary rights claims asserted by third parties regarding the delivered products and to allow Kohl to undertake the defence at the customer's expense. Kohl is entitled to perform at its own expense any necessary changes due to the proprietary rights claims asserted by third parties, even for goods previously delivered and paid

  2. If an injunction requested by a third party related to a proprietary rights claim prevents Kohl from the manufacture or delivery, even if not responsible for the breach, Kohl is entitled to cease production and delivery until the legal situation is clarified by the customer and the third party. If such delays make the continuation of the contract untenable for Kohl, Kohl is entitled to revoke the contract.

  3. The customer releases Kohl from liability for breach of proprietary rights for services provided and releases Kohl from all corresponding third-party claims.

IX. Liability for Delay 


  1. Kohl assumes liability under the law, if the underlying contract is a firm deal as set forth in §286(2)(4) BGB or §376 of German Commercial Code (HGB). Kohl is also liable under the statutory provisions, if the customer has a claim that its continued interest in fulfilling the contract has ceased as a result of a delay in delivery caused by Kohl.
  2. Kohl is liable for delay in accordance with statutory provisions if the customer asserts claims for damages based on intent or gross negligence by the representatives or agents of Kohl. If Kohl is not guilty of intentional breach of contract for delayed delivery, the liability for damages is limited to foreseeable, typically occurring damages.
  3. Kohl liable for delay in accordance with statutory provisions if Kohl culpably violated an essential contractual obligation. If Kohl is not guilty of intentional breach of contract, the liability for damages is limited to foreseeable, typically occurring damages.
  4. The default liability for culpable injury to life, limb or health remains unaffected. Unless otherwise provided above, default liability is excluded.

X. Liability for Defects


  1. Unless otherwise specified, a product is free of defects when it meets accepted manufacturing tolerances. The customer may make a claim based on intended use only when such use has been explicitly agreed in writing.
  2. Kohl must be notified immediately of obvious defects by filing a complaint. If Kohl is responsible for the defect, Kohl may at its discretion repair or replace the item. If repairing, Kohl is obliged to bear the costs required for remediation including transport, labour and materials, if such costs are not inordinately increased because the goods have been removed to a place other than the place of delivery.
  3. If remediation is not provided, the customer is entitled at its discretion to revoke the contract or to demand a reduction in purchase price.
  4. Kohl is liable for defects according to the law if Kohl fraudulently concealed the defect or provided a guarantee for the condition of the item.
  5. Kohl is liable for defects according to the law if the customer asserts claims for damages based on intent or gross negligence by the representatives or agents of Kohl. If Kohl is not accused of intentional breach of contract in the course of this liability claim, the liability for damages is limited to foreseeable, typically occurring damages.
  6. Kohl liable for defects according to the law if Kohl culpably violated an essential contractual obligation. If Kohl is not guilty of intentional breach of contract, the liability for damages is limited to foreseeable, typically occurring damages.
  7. Liability for culpable injury to life, limb or health caused by defective products and liability under the Product Liability Law remain unaffected.
  8. Unless otherwise provided above, liability for defects is excluded.
  9. The right to make claims under § 437 BGB expires twelve months after the risk is transferred to the customer for goods customarily used in construction and have caused its defects.
  10. The statute of limitations for cases of delivery regress §§478, 479 BGB is five years from the delivery of defective goods.

XI. Overall Liability

  1. For further damages, Kohl assumes liability in accordance with §823(X)(5,6,7) BGB regardless of the legal nature of the claim, especially for those on contract completion, other breaches of duty or tort claims for property damages. Further liability is excluded.
  2. As far as the compensation liability of Kohl is excluded or limited on the basis of statute, this also applies with regard to the personal liability of employees, workers, employees, representatives and agents of Kohl.
  3. The statute of limitations for all claims is 18 months except for claims based on defective goods. It starts from the date the customer becomes aware of the damage or would have without gross negligence become aware of the damage and of the identity of its cause.

XII. Counterclaims, Transferability

  1. The customer is entitled to reduce its amounts payable only if such counterclaims have been court-ordered or are undisputed or recognized by Kohl. Moreover, the right to retain payment applies to only the extent that such counterclaim is based on the same contract relationship.
  2. The customer may assign rights from contracts made with Kohl only with the consent of Kohl.

XIII. Kohl's Right of Rescission

  1. In the event of an unforeseen event beyond Kohl's control which significantly changes the financial significance or content of a service or which significantly impacts Kohl's operations and any other such event beyond Kohl's control which renders the fulfilment of the contract impossible, Kohl is entitled to withdraw from the contract in whole or in part unless the customer objects to partial rescission. Further statutory rights of rescission are not affected by this stipulation.
  2. The customer has no grounds for claims for compensation based on such rescission. If Kohl wants to exercise its right of rescission, Kohl shall notify the customer, even if an extension of the delivery period was previously agreed with the purchase.

XIV. Place of Performance, Jurisdiction, Applicable Law, Miscellaneous

  1. Unless expressly agreed otherwise, the place of performance shall be the headquarters of Kohl.
  2. The place of jurisdiction shall be the court holding jurisdiction for the location of Kohl's headquarters. Kohl is also entitled to initiate proceedings against the customer at any other permissible jurisdiction. The same place of jurisdiction shall apply if the customer has no general jurisdiction in Germany, has moved its domicile or habitual residence abroad, or its residence or customary abode at the time of litigation is not known.
  3. If any provision of these terms, or part of any provision be or become invalid, the remaining provisions or the remaining part of the provision shall remain valid.

XV. Foreign Parties

If a party to this contract is headquartered outside of the Federal Republic of Germany, German law shall apply exclusively, unless otherwise set forth below.

  1. Warranty / Damages / Liability
    1.1. Kohl must be notified immediately of obvious defects by filing a complaint. If Kohl is responsible for the defect, Kohl may at its discretion repair or replace the item. If repairing, Kohl is obliged to bear the costs required for remediation including transport, labour and materials, if such costs are not inordinately increased because the goods have been removed to a place other than the place of delivery. The amount of such expenses is limited to three times the value of the defective goods.
    1.2. If remediation is not provided, the customer is entitled to discount the amount payable for this order or in the event of a significant breach of contract to demand release from the same.
    1.3. If Kohl is not responsible for the defect, warranty claims are excluded.
    1.4. If Kohl is owed a specific debt, then a replacement of defective goods is excluded.
    1.5. Kohl is liable under the law if the customer asserts intentional damages.
    1.6. Kohl is also liable under the provisions of the Product Liability Act.
    1.7. In all other aspects, liability for damages is excluded. In particular, Kohl is not liable for damages not caused to the goods themselves.
    1.8. The warranty period is six months from the transfer of risk. This warranty period is also a statute of limitations and applies also to claims for compensation resulting from defect unless tort claims are asserted; such claims are subject to the statute of limitations provided by the law.
  2. Complaint Periods, Exceeding the Warranty Period
    2.1. Hidden defects must be reported within 10 working days of discovery.
    2.2. No warranty claims are accepted for defects discovered after the warranty period expires.