Reform – General Terms and Conditions of Sale (GTCS)
Version July 2022
1. Scope
1.1 These General Terms and Conditions of Sale (“GTCS”) shall be incorporated in all contracts between Reform Furniture Germany GmbH (Commercial Register: Local Court, Berlin (Charlottenburg) HRB 183890 | registered office: Oranienstraße 6, D-10997 Berlin, “Reform”) and its contractual partners, who purchase products or services from Reform (“Customers”).
1.2 These GTCS shall also apply to future contracts between Reform and the Customer, without Reform having to refer to them in each individual case. At the latest, they shall be deemed to be confirmed by the Customer when the Customer takes delivery of the products or receives the services.
1.3 These GTCS shall apply to the exclusion of all others. Any general terms and conditions of the Customer which deviate from, conflict with or supplement these GTCS will only be incorporated in the contract if Reform has given its written consent to their application.
1.4 These GTCS shall apply to orders by consumers (Verbraucher) within the meaning of § 13 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) (namely natural persons who enter into a legal transaction for purposes that predominantly are outside their trade, business or profession) and to orders by entrepreneurs (Unternehmer) within the meaning of § 14 of the BGB.
1.5 Unless expressly provided otherwise in these GTCS, legally relevant declarations made by the Customer and notices given by the Customer, which are made or given to Reform after the conclusion of the contract (e.g. setting time-limits, reminders, declaration of withdrawal) must be made at least in text form in order to be valid (a simple email is sufficient).
1.6 References in these GTCS to the application of statutory provisions are only for the purposes of clarification. Consequently, even without such clarification the statutory provisions shall apply unless they are directly amended or expressly excluded in these GTCS.
2. Products and Services | Mounting
2.1 According to the Customer’s specifications and on the Customer’s behalf, Reform produces custom-made kitchen solutions including fronts and countertops (“Products”). Reform products are also compatible with kitchen, wardrobe and bathroom cupboards produced by IKEA (“Third-party Products”).
2.2 Unless it has been individually agreed in writing that Reform will provide the customer with a measurement at cost, it is the sole responsibility of the customer to provide Reform with the applicable dimensions and properties of the relevant spatial conditions as well as the dimensions and properties of any third-party products relevant and/or of any product already installed.
2.3 Except where in the individual case it has been expressly agreed in writing that Reform will provide mounting services to the Customer at an additional cost, the Products are mounted by the Customer themselves. Where Reform does provide mounting services, the Customer must ensure that it is possible for Reform to carry out the mounting in a timely and proper way, and in particular must ensure that all of the eventually necessary Third-party Products are available and that there is unimpeded access to the work location for the fitters. In particular, in connection with this, the Customer shall take care of the proper installation of water and electricity connections and shall inform Reform about the precise positioning of these connections to the extent that this is necessary for the purposes of the mounting. Mounting services by Reform constitute the performance of services (Dienstleistungen). Work services (Werkleistungen) will only be performed by Reform if this is expressly agreed in writing.
2.4 If the Customer commissions third parties to carry out the mounting, then the Customer must ensure that in line with the delivery date fixed by Reform or Reform’s supplier, the date fixed to carry out the mounting falls at the earliest on the day of the delivery of the last instalment of the delivery.
2.5 If Reform is not able to fulfil its contractual obligations due to the Customer not fulfilling their duties to cooperate, Reform shall be freed from the duty to perform its services. Costs incurred by Reform due to the Customer’s delay in fulfilling their duties to cooperate or their failure to fulfil those duties (e.g. costs of travel to and from the Customer’s location and lost working time for fitters), must be reimbursed to a reasonable extent by the Customer.
3. Conclusion of a Contract | Change requests
3.1 Reform normally communicates with the Customer by email. Prior to concluding a contract, the Customer shall inform Reform about the number, type and design of the Products they want as well as about the measurements they take of the Third-party Products and / or of the rooms.
3.2 Unless expressly stated otherwise, Reform’s offers are binding. A contract between Reform and the Customer comes into existence when the Customer accepts Reform’s binding offer by placing an order (a simple email is sufficient), but at the latest when the Customer takes delivery of the Products or receives the services.
3.3 After the conclusion of a contract, Reform is not obliged to comply with the Customer’s change requests relating to the Products or services. Reform will endeavour to take into account the Customer’s change requests to an extent that is reasonable. The Customer shall be responsible for additional costs, price changes and / or delays in delivery arising from the Customer’s change requests.
4. Start of Production | Delivery Periods | Delay in Delivery
4.1 The products are not kept in stock by Reform but are custom-made for the Customer. For this reason, the Customer is obliged to pay the full amount of the purchase price in advance (see Clause 7.1 of these GTCS). Reform will only start manufacturing the Products after the receipt of the purchase price in full.
4.2 Reform normally informs the Customer about the anticipated delivery period. This normally varies between six (6) and twelve (12) weeks after Reform receives full payment of the purchase price. Delivery periods are not binding unless Reform has expressly acknowledged them to be binding in writing.
4.3 If Reform does not comply with a binding delivery period, the Customer is only able to withdraw from the contract or to claim damages instead of the performance of the contract after they have set a reasonable additional period of time for performance and this has expired without Reform completing the delivery. This shall not apply if under the statutory provisions it is possible to dispense with setting an additional period of time for performance.
4.4 Whether a delay in delivery by Reform has arisen shall be determined in accordance with the statutory provisions. Notwithstanding this, however, in each case a reminder from the Customer is necessary.
4.5 Force majeure, interruptions to business operations, industrial action and other impediments which are not the responsibility of Reform which affect Reform or Reform’s suppliers, shall release Reform from the obligation to deliver for the duration of the interruption and of the period affected as a consequence of the interruption.
5. Shipping | Delivery
5.1 The shipping of the Products is normally carried out by Reform’s suppliers directly to the Customer and is on the basis that it is free to the curbside. Reform only bears the shipping risk if the Customer is a consumer.
5.2 Reform is entitled to carry out deliveries in instalments. Details in relation to the delivery, to the countries where Reform delivers and to shipping costs are all stated in the invoice.
5.3 If returns are necessary as a result of incorrect or incomplete delivery details provided by the Customer or if storage costs arise after the Customer failing to attend on the delivery date, Reform reserves the right to invoice the Customer for the costs arising from this and any processing fees.
6. Prices | Taxes
6.1 Except where stated otherwise, the prices given do not include shipping or mounting costs or processing fees. Information on the shipping costs and processing fees is set out in the invoice. This information is also notified to Customers prior to an order being placed.
6.2 Except where stated otherwise, all prices are gross prices including the statutory value-added tax.
7. Payment | Retention of Title
7.1 After the conclusion of the contract, Reform will invoice the Customer. The full amount of the purchase price must be paid in advance by the Customer within 8 (eight) days by bank transfer to the account stated in the invoice.
7.2 Until payment in full, each Product delivered shall remain the property of Reform or, as the case may be, of the respective owner, if third parties are owners of the Products ordered.
8. Warranty | Withdrawal
8.1 In the event of defects, the Customer shall be entitled to the statutory warranty rights against Reform, in particular the rights arising from §§ 434 et seqq. of the BGB. Except where expressly agreed otherwise, Reform does not provide any guarantees or other warranties.
8.2 If the Customer is an entrepreneur, § 377 of the German Commercial Code (Handelsgesetzbuch) shall apply. In addition, in such circumstances the warranty period shall be twelve (12) months.
8.3 The Products which are presented, inter alia, on Reform’s website, are shown in the form of digital photo- graphs. Any minor deviations in the colour, texture / grain and patina as compared with the actual Product are solely due to the fact that the Products are individual custom-made Products manufactured from natural materials, for technical reasons, and do not constitute a defect in the Products ordered from Reform. This may in particular be the case on veneered fronts and countertops made from solid wood, ‘Surface’ metal handles and fronts, ‘Fold’ aluminium fronts, linoleum fronts und countertops as well as on Henning Larsen copper strips. The Customer is always obliged to obtain a sufficient overview of the characteristics of the relevant Product using the information offered by Reform prior to concluding the contract.
8.4 The Customer has no right of withdrawal in accordance with § 312g (2)(1) of the BGB since the Products are not pre-fabricated and the production of the products is determined by an individual choice and decision by the Customer and the Products are clearly tailored to the personal needs of the Customer.
9. Liability
9.1 In principle, the Customer shall not have any claims to damages. Exceptions to this are claims for damages arising from death, bodily injury, or harm to health and from the breach of essential contractual obligations (cardinal obligations), as well as the liability for other losses which are caused by an intentional or grossly negligent breach of duty by Reform or Reform’s legal representatives or vicarious agents. Essential contractual obligations are those which must necessarily be fulfilled in order to achieve the aim of the contract. In such cases, Reform’s liability shall be unlimited. Liability under the German Law on Product Liability (Produkthaftungsgesetz) shall be unaffected by this.
9.2 In the event of a breach of essential contractual obligations, if such a breach is caused by simple negligence Reform shall only be liable for foreseeable damage typical of the type of contract concerned unless they are claims for damages arising from death, bodily injury, or harm to health.
9.3 If the Customer is an entrepreneur, then Reform’s liability under the above Clause 9.2 shall be limited in amount to double the net invoice sum for the relevant order. Intentional conduct by Reform shall be excluded from this.
9.4 Reform shall not be liable either for the correctness of the measurements or expert measurements communicated by the Customer or for the quality / characteristics of the Customer’s Third-party Products.
10. Prohibition on Set-off | Restriction on the Right of Retention | Prohibition on Assignment
10.1 If the Customer is an entrepreneur, they are only allowed to set off their own claims against Reform’s claims or to enforce a right of retention to the extent that the Customer’s claims have been finally determined in a final and binding judgment, are undisputed or are accepted by Reform.
10.2 If the Customer is an entrepreneur, the assignment of the Customer’s claims against Reform requires the prior written consent of Reform. Reform will only refuse such consent for an objective reason.
11. Data Protection
Information on the handling of personal data can be found in Reform’s privacy statement. This privacy state- ment can be accessed online here: https://www.reformcph.com/en/info/privacy-policy/.
12. Applicable Law | Jurisdiction | Language of the Contract
12.1 These GTCS and any disputes arising out of or in connection with these GTCS shall be subject to German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.2 In relation to orders of Products and services by entrepreneurs, the place of jurisdiction for all disputes arising out of or in connection with these GTCS is Berlin. In other cases, the statutory provisions shall apply with regard to the place of jurisdiction.
12.3 The language of the contract is German. If a version of these GTCS is available in another language on Reform’s website or in other places, then that other language version is not binding. Only the German version of these GTCS (Allgemeine Verkaufs- und Lieferbedingungen – AVLB) is decisive.
13. Amendments to these GTCS | Severability Clause
13.1 The GTCS which are valid at the time of concluding the contract shall apply to the relevant contract. Reform reserves the right to amend these GTCS. Such amendments shall not apply retrospectively and shall apply exclusively to future orders.
13.2 In the event that a provision of these GTCS is or becomes wholly or partially void, invalid, impracticable or unenforceable, the validity and the enforceability of the remaining provisions of these GTCS shall not be affected.
Reform Furniture Germany GmbH
Local Court Berlin (Charlottenburg) HRB 183890
July 2022