General Terms and Conditions of RUKU Sauna Manufaktur GmbH & Co. KG

1. The following terms and conditions are solely authoritative for all contracts concluded between us as the contractor and you as the client.

2. The following shall apply to companies, legal entities under public law and special funds under public law within the meaning of Section 310 of the German Civil Code (BGB): We shall not recognise any terms and conditions that conflict with or deviate from our terms and conditions;  this shall also apply if we carry out the delivery without reservation in the knowledge of any deviating terms and conditions of yours, unless we have expressly confirmed their validity in writing; the following general terms and conditions shall apply to all future orders even if their validity has not been expressly referred to again.

3. The language of the contract is German.

1. Our offer for the manufacture, delivery and installation of a sauna cabin is non-binding. We shall be bound by the prices and conditions contained therein for 4 weeks after the date of issue. Reference is made to § 3 of these terms and conditions.

2. Your order on the basis of our offer in accordance with section 1 is a new offer to conclude a contract bound by its prices and conditions. We are entitled to accept this offer within 2 weeks by sending an order confirmation or to send you the ordered goods within this period.

3. We would like to point out that after conclusion of the contract, the customer has no statutory right of cancellation under the Distance Selling Act unless the contract has been concluded exclusively using means of distance communication. Notwithstanding this, in individual cases we may agree to a cancellation of the contract against payment of a cancellation fee, which, depending on the time of cancellation and the services already provided by us up to that point, will be in the range of 25% to 50% of the order value.

4. The following applies to companies, legal entities under public law and special funds under public law within the meaning of Section 310 BGB: Our offers are subject to change and non-binding, unless we have expressly designated them as binding in writing. Guarantees shall only be binding for us if and insofar as they are designated as such by us in an offer or an order confirmation and our obligations under the guarantee are also set out in detail therein.

5. We would like to point out that minor technical changes and minor changes in colour and material thickness are possible. If the wood ordered is not available from our supplier, we reserve the right to offer a different wood.

6. The dimensions specified for sauna cabins are approximate installation dimensions. The internal dimensions of the cabins are approx. 15 cm smaller; in the case of underbench heating systems, the hot air shaft must be taken into account.

7. We reserve the property rights and copyrights to samples, drawings, cost estimates, etc. - including in electronic form. They may not be made accessible to third parties without authorisation and must be returned immediately upon request.

1. The costs for services to be provided by the customer are not included in our prices.

2. Our prices do not include transport costs, unless otherwise agreed with us. VAT and packaging costs are included in the price for contracts with consumers in accordance with § 13 BGB. The prices shall apply to the scope of services and delivery specified in the order confirmation.

3. The following shall apply to companies, legal entities under public law and special funds under public law within the meaning of Section 310 BGB: Unless otherwise stated in the order confirmation, our prices are ex works excluding freight, packaging, insurance, assembly, other ancillary costs and VAT applicable on the day of delivery; these items shall be shown separately on the invoice.

4. Unless otherwise agreed with you in writing, the invoice amount shall be payable without deduction within 5 days of acceptance and invoicing.

5. If there are more than four months between the conclusion of the contract and the agreed delivery date, or if the Customer is responsible for the delay in performance within four months of the agreed performance, we shall be entitled to increase our price if there has been a cost increase of more than 2% in the procurement of the required materials - in particular for the product groups wood, metals and electrical components. The customer shall be entitled to demand an explanation of the cost increase in production. If the increased price exceeds the initially agreed price by more than 10%, both we and the client are entitled to withdraw from the contract by simple declaration (in writing or in text form) to the contractual partner. The contractual partner shall then have no claim to reimbursement of the previous expenses.

6. The following provisions shall apply to companies, legal entities under public law and special funds under public law within the meaning of Section 310 BGB:

1. Bills of exchange and cheques shall only be accepted on account of performance. Discount and bill charges shall be borne by you.

2. You shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognised by us or are undisputed; you shall only be entitled to exercise a right of retention if your counterclaim is based on the same purchase contract, has been legally established, recognised by us or is undisputed.

3. Depending on the order value, we reserve the right to demand advance payments, down payments or instalments.

The client shall only be entitled to set-off if his claims have been recognised by declaratory judgement or are undisputed. The client shall also be entitled to offset against our claims if he asserts notices of defects or counterclaims arising from the same purchase contract. The client is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

1. Insofar as no express binding delivery date has been agreed, our delivery dates or delivery periods are exclusively non-binding information.

2. The start of the delivery period specified by us presupposes the timely and proper fulfilment of the (cooperation) obligations of the Client. This also includes, for example, that the final dimension inspection can be carried out by the Contractor in accordance with the construction progress at the Client. If the final inspection is delayed due to circumstances for which we are not responsible, the delivery time shall be extended by the period of the delay. The defence of non-performance of the contract shall remain reserved.

3. The Customer may request us in text form to deliver within a reasonable period of time 4 weeks after a non-binding delivery date/delivery period has been exceeded. If we fail to meet an express delivery date/delivery deadline for reasons for which we are responsible or if we are in default for any other reason, the customer must set us a reasonable grace period to effect performance. If we allow the grace period to expire fruitlessly, the Customer shall be entitled to withdraw from the contract.

4. We shall not be responsible for legal restrictions, e.g. due to a pandemic/epidemic situation or similar, which make timely delivery/performance by us significantly more difficult or impossible and shall not entitle the Customer to withdraw from the contract or to assert claims for damages even if you set a deadline in accordance with No. 3 above. We shall also not be responsible for delays due to unforeseen supply bottlenecks of essential raw materials, building materials and components as well as cases of force majeure and shall not entitle the Customer to withdraw from the contract or to assert claims for damages even if you set a deadline in accordance with No. 3 above.

5. If the Customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us as a result, including any additional expenses. We reserve the right to assert further claims. For its part, the customer reserves the right to prove that no damage at all or at least significantly less damage has been incurred in the amount demanded. The risk of accidental loss or accidental deterioration of the purchased item shall pass to the Customer at the point in time at which the Customer is in default of acceptance or payment.

6. Further statutory claims and rights of the Customer due to a delay in delivery shall remain unaffected.

7. The following additional provisions shall apply to companies, legal entities under public law and special funds under public law within the meaning of Section 310 BGB:

1. The object of purchase shall remain our property until full payment has been made. The Customer shall be obliged to treat the object of purchase with care as long as ownership has not yet been transferred to it.

2. Furthermore, the following shall apply to companies, legal entities under public law and special funds under public law within the meaning of Section 310 BGB:

1. We reserve title to all our goods sold until all claims arising from the ongoing business relationship, including all ancillary claims, have been settled in full by you; in the case of payment by cheque or bill of exchange, the delivered goods shall remain our property until such time as we can dispose of the amount (Section 449 I BGB).

2. This shall also apply if the purchase price for specific deliveries of goods designated by you has been paid. The inclusion of individual claims in a current invoice as well as the balancing of accounts and their recognition shall not affect the retention of title. You shall store all items that remain our property free of charge and with due commercial care.

3. You shall be obliged to notify us immediately of any access by third parties to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods, and to hand over the documents required for the objection.

4. We shall be entitled to withdraw from the contract and demand the return of the goods in the event of behaviour in breach of contract by you, in particular in the event of default in payment or breach of an obligation under the two preceding paragraphs of this provision.

5. You shall be entitled to resell the goods in the ordinary course of business. You are not authorised to dispose of the reserved goods in any other way. In particular, you may not pledge the goods or assign them as security. You are obliged to impose our retention of title on your customers. You hereby assign to us all claims in the amount of the invoice amount with all ancillary rights that accrue to you against a third party as a result of the resale. We accept the assignment. If the resold goods are co-owned by us, the assignment of the claim shall extend to the amount corresponding to the proportional value of our co-ownership. After the assignment, you are authorised to collect the claim. However, we reserve the right to notify the respective debtor of the assignment ourselves and to collect the claim ourselves as soon as you do not properly fulfil your payment obligations and are in default of payment. At our request, you are obliged to provide us with the information and documents required to assert our rights against the customer. Taking back the goods or requesting their return does not constitute cancellation of the contract. You hereby agree to allow the persons authorised by us to collect the goods subject to retention of title to enter and drive onto your premises for this purpose.

6. The handling and processing of the goods by you shall always be carried out in our name and on our behalf. If the goods are processed with items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods supplied by us to the other processed items. The same shall apply if the goods are mixed with other items not belonging to us.

7. We undertake to release the securities to which we are entitled on the basis of this agreement at your request to the extent that the value of our securities exceeds the claims to be secured by more than 20%. We shall be responsible for selecting the securities to be released.

1. After completion - if necessary also before expiry of the agreed execution period - we may demand acceptance of the service within 12 working days. Upon request, self-contained parts of the service shall be accepted separately. Acceptance may be refused due to significant defects until they have been rectified.

2. If no acceptance is requested, the service shall be deemed to have been accepted upon expiry of 12 working days after written notification of completion of the service.

3. If no acceptance is requested and the service or part of the service has been put into use by you, acceptance shall be deemed to have taken place upon expiry of 6 working days after commencement of use, unless otherwise agreed. The use of parts of a construction facility for the continuation of the work shall not be deemed acceptance.

4. Reservations due to known defects must be asserted to us at the latest by the times specified above.

5. If you are in default of acceptance, provided you are an entrepreneur, a legal entity under public law or a special fund under public law within the meaning of Section 310 BGB, we may demand a flat rate of 15% of the order price without deduction as compensation. This shall also apply in the event of our justified cancellation of the contract following a justified request for advance performance or provision of security. We are free to claim higher damages instead of this lump sum compensation. You are free to demonstrate and prove that no damage or significantly less damage was incurred.

Our products are made from natural materials such as wood, natural stone and ceramics, so there may be variations in colour, grain and texture. Typical wood ingrowths correspond to the natural properties of the wood used. Hairline scratches, bubbles and inclusions that do not affect the strength of the glass elements are possible.

1. Warranty towards consumers Your claims for defects in used items shall become time-barred one year after the item sold has been handed over to you. Excluded from this regulation are claims for damages for injury to life, body or health and gross negligence, claims for defects that we have fraudulently concealed and claims arising from a guarantee that we have assumed for the quality of the item. For all other claims for defects, a warranty period of 4 years applies for buildings, 2 years for other works whose success consists in the manufacture, maintenance or modification of an item, and 2 years for electrical parts. The period shall commence upon acceptance of the entire service or upon delivery of the purchased item.

2. Warranty towards companies, legal entities under public law and special funds under public law within the meaning of Section 310:

1. Claims for defects presuppose that you have properly fulfilled your inspection and complaint obligations in accordance with § 377 HGB (German Commercial Code).

2. In the event of a defect, we shall, at our discretion, remedy the defect (rectification) or make a replacement delivery, provided that you can prove that the defect already existed at the time of transfer of risk. During subsequent fulfilment, the reduction of the purchase price or withdrawal from the contract by the customer are excluded. This does not apply if we are entitled to refuse subsequent fulfilment on the basis of statutory regulations. In the event of rectification of defects or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.

3. Warranty shall be excluded for used purchased items.

4. If we have carried out two repairs or one replacement delivery and the existing defect could not be remedied as a result, as well as in the event that we refuse to carry out a necessary repair or replacement delivery without justification, delay it unduly or if the customer cannot reasonably be expected to accept a repair for other reasons, as well as if the requirements of §§ 281 II or 323 II BGB are met, the customer may assert the legal remedies provided by law for cancellation and reduction of the purchase price, as well as claims for damages and reimbursement of expenses, the latter in accordance with the following provisions on damages under these General Terms and Conditions for Deliveries and Services.

5. Any parts replaced under warranty shall become our property.

6. Warranty claims for the goods shall expire 12 months after the item has been handed over to you. This shall not apply if the law prescribes longer periods in accordance with § 438 para. 1 no. 2 (items for buildings), §§ 478, 479 para. 1 (recourse claims), § 634a para. 1 no. 2 (construction defects) BGB. We shall be liable for replacement parts or rectification of defects until the expiry of the warranty period applicable to the original delivery item. Claims for damages, claims for defects which we have fraudulently concealed and claims arising from a guarantee which we have assumed for the quality of the item are also excluded from this provision in accordance with sentence 1. The statutory limitation periods shall apply to these excluded claims.

1. The following applies to consumers in accordance with § 13 BGB: We exclude liability for slightly negligent breaches of duty insofar as these do not relate to essential contractual obligations, damages resulting from injury to life, limb or health or guarantees or claims under the Product Liability Act are affected. The same applies to breaches of duty by our vicarious agents and our legal representatives. Essential contractual obligations include in particular the obligation to hand over the item to you and to procure ownership of it for you. Furthermore, we must provide you with the item free of material defects and defects of title.

2. The following applies to companies, legal entities under public law and special funds under public law within the meaning of Section 310 BGB:

1. Unless otherwise agreed in these provisions, all your claims for compensation for damages of any kind, including reimbursement of expenses and indirect damages, are excluded, in particular due to all breaches of duties arising from the contractual obligation and from unauthorised actions. The exclusion of liability shall also apply if we have employed vicarious agents or assistants. In these aforementioned cases (sentence 1 and sentence 2), we shall only be liable if we, our executives or vicarious agents are guilty of gross negligence or intent.

2. We shall be liable in accordance with the statutory provisions if we, our executives or vicarious agents have culpably breached material contractual obligations (cardinal obligations). A material contractual obligation exists if the breach of duty relates to an obligation on the fulfilment of which you have relied and were entitled to rely. In the event of a breach of cardinal obligations, however, our liability shall be limited to the typical foreseeable damage in the event of only slight negligence.

3. The exclusion of liability shall not apply to claims arising from the Product Liability Act. Insofar as we have given a guarantee, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damages that are based on the absence of the guaranteed quality but do not occur directly on the goods if the risk of such damage is clearly covered by the guarantee. Furthermore, the exclusion of liability shall not apply to damages resulting from injury to life, limb or health.

4. A further liability for damages than provided for in points a) to c) is excluded - regardless of the legal nature of the asserted claim.

5. The above exclusions and limitations of liability shall apply to the same extent in favour of our executive bodies, legal representatives, employees and other vicarious agents.

1. If you are a company, a legal entity under public law or a special fund under public law within the meaning of § 310 BGB, the following provisions shall apply:
   
   1. the law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). This also applies to deliveries and services abroad.
   2 If you export our goods to territories outside the Federal Republic of Germany, we accept no liability if our products infringe third-party property rights. You are obliged to compensate us for all damages caused by the export of our goods that were not expressly delivered by us for export.
   3 The contract language is exclusively German. This also applies to all product descriptions, brochures, offers and order confirmations. If we use translations, only the German version on which the translation is based shall be authoritative. We accept no liability for misunderstandings arising from translations.
   4 Should the above provisions be partially legally invalid or incomplete, this shall not affect the validity of the remaining provisions.
   5 The place of fulfilment is our registered office in 89257 Illertissen and the exclusive place of jurisdiction is our registered office in 89257 Illertissen. The same applies if you do not have a general place of jurisdiction in Germany or if your place of residence or habitual abode is unknown at the time the action is filed. In such cases, we shall also be entitled to bring an action at your registered office.
    

2. For consumers, the law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). This also applies to deliveries and services abroad. However, if the mandatory law of the consumer's country of residence provides for more favourable regulations for the consumer, these shall apply.

3. All agreements made between us and you in connection with this contract are set out in writing in the contract and our General Terms and Conditions for this contract.

4. Should any provision of these terms and conditions be or become invalid or contain a loophole, this shall not affect the validity of the remaining provisions.