General Terms and Conditions with Customer Information

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All prices are for reference only.
All prices are for distributors and commercial customers EXCLUDING VAT ex works.
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Preliminary Remark: Sales Exclusively to Traders (B2B)

1. Vital-Office GmbH sells and delivers via this online shop exclusively to traders within the meaning of Section 14 of the German Civil Code (BGB), to legal entities under public law and to special funds under public law. Contracts with consumers within the meaning of Section 13 BGB are not concluded via this online shop.

2. With every order, the Client expressly assures that he is placing the order in the course of his commercial or independent professional activity. He additionally confirms this by ticking the corresponding mandatory field in the ordering process; the confirmation is stored with date and time. The Seller is entitled to request proof of trader status before and after conclusion of the contract (e.g. VAT identification number, business registration, extract from the commercial register) and to hold back or reject the order until such proof is provided.

3. Anyone wishing to order as a consumer must expressly state this in text form before placing the order (e.g. by e-mail to [email protected]). The Seller decides in each individual case whether and on what terms he will deliver. If a contract with a consumer is subsequently concluded, the statutory consumer rights apply to that consumer, in particular the right to cancel in accordance with the instruction on cancellation.

4. If the Client falsely presents himself as a trader, incorrectly confirms the mandatory field under no. 2 or conceals his consumer status, he deceives the Seller about a fact essential to the conclusion of the contract. He is obliged to compensate the Seller for all resulting damages and expenses, in particular the costs of outward and return transport (including by freight forwarder), packaging, inspection, reconditioning and storage of returned goods, their loss in value, the costs of goods manufactured or cut to order, and the processing effort incurred. The Seller reserves the right to reject as contrary to good faith any reliance by such a Client on consumer protection provisions. Further claims, including criminal proceedings for deception, remain reserved.

5. The following General Terms and Conditions also contain provisions for consumers. These apply only insofar as the Seller concludes a contract with a consumer in an individual case in accordance with no. 3.

6. The Seller manufactures almost exclusively to customer specification: the goods are produced or cut according to the Client's selection and specifications (dimensions, cut, colour, design, configuration). For such goods, a right to cancel is excluded by law even for consumers (Section 312g (2) no. 1 BGB). Taking back or returning goods manufactured to customer specification is excluded unless expressly agreed otherwise in text form in an individual case. The Client's statutory rights in the event of defects remain unaffected.

D. Optional Notices and Notices Specific to B2B Customer Groups

1. Scope, Definitions

1.1 The following General Terms and Conditions (GTC) apply to all contracts between Vital-Office GmbH (hereinafter also referred to as the “Provider” or “Seller”) and the customer. Our General Terms and Conditions apply to all deliveries and services in existing and future business relationships. Any conflicting purchasing terms of our customer will become part of the contract only if expressly agreed in writing.

1.2 Where these General Terms and Conditions distinguish between consumers and traders, the following applies: The customer is a consumer (§ 13 BGB, German Civil Code) insofar as the purpose of the deliveries and services ordered cannot be attributed to the customer's commercial or independent professional activity. By contrast, a trader (§ 14 BGB) is any natural or legal person or partnership with legal capacity acting in the course of its commercial or independent professional activity when entering into the contract.

1.3 All information in the online shop, on websites, in catalogs, price lists or order proposals is nonbinding and constitutes contractual specifications only if we have expressly confirmed it in writing. Order proposals made by us become binding on us only after an order has been placed and we have confirmed it in writing. The terms of the contract are therefore not established until we issue our order confirmation.

1.4. The presentation of products in the online shop does not constitute a legally binding offer, but rather a nonbinding online catalog. By clicking the “Buy” button, you place a binding order for the goods in your shopping cart. The Provider then sends the customer an automatic acknowledgment of receipt by email, listing the customer's order again. This automatic acknowledgment of receipt merely documents that the Provider has received the customer's order and does not yet constitute acceptance of the contract. The contract is concluded only when, within 3 days of receiving the order, the Provider either ships the goods to the customer or sends the customer an explicit declaration of acceptance; the Provider's declaration of acceptance must be made at least in text form (email). If the order contains incorrect information about the product range, the customer will promptly receive a separate notification and an alternative offer. The customer waives receipt of a declaration of acceptance pursuant to § 151 sentence 1 BGB. 

1.5 Custom-made items are items that we do not manufacture as standard products or do not list in price lists. This also applies to the colors of our goods.

1.6 Made-to-order items are items that we manufacture in variations and list in price lists. They are manufactured exclusively to order, according to the customer's individual choice of variations and configuration. With the exception of products explicitly identified as stock items, all products are made-to-order items.

1.6 Consumers have no right of withdrawal for custom-made items and made-to-order items under distance contracts for the supply of goods, as these are manufactured to customer specifications or clearly tailored to personal needs.

1.5 Insofar as this is compatible with the purpose of the order as apparent to us, we are entitled to make changes to deliveries, services and designs for technical reasons.

1.6 Prices are ex works, excluding packaging and insurance, plus VAT at the applicable statutory rate.

1.7 Offers are subject to change. Unless otherwise agreed, written offers for custom-made items issued by VITAL-OFFICE remain binding for two months, after which they too are subject to change. In an ongoing business relationship, these General Terms and Conditions are deemed agreed for each individual contract even without being expressly incorporated on each occasion. There is no obligation to make subsequent deliveries at previously agreed prices and terms.

2. Order Confirmation

2.1 By placing an order, the buyer accepts the delivery terms.

2.2 All agreements require written confirmation by VITAL-OFFICE; changes require prior agreement.

2.3 If VITAL-OFFICE does not issue a written order confirmation, the invoice serves as the written order confirmation.

2.4 If there are indications of a deterioration in the customer's financial position within the meaning of § 321 BGB, VITAL-OFFICE is entitled to withhold delivery until the purchase price has been paid or security has been provided for it, or to rescind the contract.

3. Cancellation, Rescission, Returns

3.1 If the contract is terminated at the buyer's request as a goodwill gesture, VITAL-OFFICE is entitled to claim damages for expenses incurred for transport, assembly and similar contractual costs. VITAL-OFFICE is entitled to claim a lump sum of at least 10 % of the order value as damages unless the buyer proves that the loss was lower.

3.2 Voluntary termination of the contract is generally not granted for deliveries of custom-made items and made-to-order items (see clauses 1.5-1.6).

3.3 In a sale on approval, rejection terminates the purchase contract. For goods that have been used by the recipient (sample goods), VITAL-OFFICE may unilaterally claim a reduction in value of up to 50 %, unless the buyer proves a lower reduction in value. After twelve months, or if the goods are damaged and can no longer be used for their intended purpose without special repairs, termination of the purchase contract and return of the goods are no longer permitted.

3.4 Unless otherwise agreed, rejection must be declared without undue delay after delivery.

3.5 For custom-made sample pieces, there is no right to terminate the contract by rejection. Custom-made items are items that are not manufactured as standard products and/or are not listed in price lists. Special colors based on submitted color samples also count as custom-made items unless otherwise agreed.

3.6 Cancellations and changes are possible only as long as production work on the order has not yet begun and no materials for it have been ordered from upstream suppliers. As we offer a very extensive product range and have variable delivery times, this point cannot be defined universally. As a rule, changes are possible up to a maximum of 3 working days after receipt of the order confirmation. Please inquire about the costs before canceling or making changes.

4. Delivery

4.1 Goods are shipped ex works, with the required packaging charged separately. Additional packaging, transport and assembly services are performed on behalf of the customer and charged according to the current price list. 

4.2 For deliveries by freight forwarder, the following applies unless otherwise agreed: delivery to the loading dock (the delivery obligation is fulfilled when the goods are made available on the truck). For deliveries to a special shipping address or by a special delivery method (in particular, not using VITAL-OFFICE delivery vehicles), the prices in the separately published price list apply unless otherwise agreed regarding execution and freight costs. The standard packaging specified by us in each case is charged according to the current price list. Special packaging is charged at cost.

4.3 If, in exceptional cases, goods are delivered directly to the dealer's customer (end customer), this is always done on behalf of and at the risk of the dealer from the factory. In such cases, the dealer is always responsible for ensuring that handover can proceed smoothly. Our obligation is fulfilled upon handover of the goods at the loading dock. Transport to the point of use, unpacking and setting up the goods are the dealer's responsibility.

4.4 Direct delivery to the end customer by a palletized freight carrier is possible subject to certain conditions. If the freight forwarder needs to arrange a delivery time, this is possible through advance delivery notification in conjunction with express delivery. Express delivery takes place by 10:00 or 12:00 at the latest. This service incurs an additional charge (see price list).

4.5 Requirements for services according to the price list: The stated goods values always refer to single deliveries (i.e. not split over time). We reserve the right not to provide the stated services for individual deliveries with a net goods value below 250 €. We expect the specialist dealer either to be present at the end customer's premises at the notified delivery times or to have made all necessary arrangements, or for the warehouse to be staffed at the notified times. Access for trucks with trailers (18m combination) and prompt unloading must be possible; otherwise, a surcharge will apply. A suitable freight elevator must be available for on-site distribution below/above the ground floor; otherwise, a surcharge may also apply. The construction site must be safe to walk through, i.e. no missing stair railings or similar hazards, and must be free of construction dust. Office spaces must be cleared and free of construction debris. Normal delivery hours are Monday through Friday, 8.00 - 17.00. If these requirements are not met, the additional work will be charged based on recorded hours. Assembly services apply exclusively to standard office furniture such as desks and freestanding modular cabinets. Built-in elements such as infill panels are not included in the flat rates. Installation of acoustic absorbers must also be requested separately.

4.6 Our obligation is fulfilled upon handover of the goods to the freight forwarder. Transport and the additional services of on-site distribution and assembly are external freight-forwarding services that we organize on your behalf. The time required for these external services, and in particular delays in delivery and acceptance of the goods by the customer (e.g. for assembly services), do not entitle the customer to an extension of payment deadlines. Invoices are sent when the goods are ready for delivery. Early payment discount periods and payment periods run from the invoice date.

5. Transport Risk

5.1 When goods are shipped using an external vehicle or freight forwarder, risk passes to the buyer upon handover of the goods to the freight forwarder.

5.2 VITAL-OFFICE bears the transport risk, i.e. the risk of loss of or damage to the goods during transport for which neither VITAL-OFFICE nor the recipient is at fault, subject to the specific condition that the recipient provides VITAL-OFFICE without undue delay with a statement from the freight forwarder (on the delivery note, freight documents or similar) describing the nature and extent of the transport damage identified, including details of how it occurred where possible, countersigned by the carrier to acknowledge the damage.

5.3 If the goods are collected by the buyer or the buyer's representatives, risk passes upon handover of the goods to them.

6. Delivery Time and Impediments to Delivery

6.1 VITAL-OFFICE reserves the right to determine the delivery day within the agreed delivery week.

6.2 If VITAL-OFFICE is prevented from fulfilling its obligation on time by unforeseeable, extraordinary events that could not have been avoided despite the care reasonably required in the circumstances of the individual case, whether at VITAL-OFFICE or its suppliers, the delivery time will be extended by a reasonable period. If events of the aforementioned or a similar nature make delivery or performance impossible for VITAL-OFFICE, VITAL-OFFICE and the buyer will be released from their performance obligations, and claims for damages are excluded. The same applies if the buyer is prevented, through no fault of its own, from fulfilling its obligation to accept delivery.

6.3 For orders that cannot be confirmed with a fixed delivery time (call-off orders), a minimum call-off notice period of 30 days applies unless otherwise agreed.

6.4 If deliveries, including those under framework agreements and call-off orders, are not accepted on time, VITAL-OFFICE is entitled to invoice the resulting additional costs (e.g. storage costs) and claim damages. The provisions of clause 3.1 apply accordingly to the amount. If the buyer cancels scheduled deliveries on the condition that delivery is to take place later, the buyer must bear any increase in the cost of the goods resulting from their later manufacture.

7. Prices and Payments

7.1 Unless specifically agreed otherwise, prices are ex works, including loading but excluding packaging. VAT at the applicable rate is added.

7.2 Unless otherwise agreed, payment must be made to VITAL-OFFICE's designated payment office free of charges. The invoice amount is due no later than 10 days after the invoice date. The date on which the payment is credited at the designated payment office determines whether payment is timely.

7.3 For payments made after the due date under clause 7.2 or deferred payments, customary bank lending interest must be paid, but at least default interest of 8 % above the base interest rate, without any further reminder being required (§§ 286, 288 BGB).

7.4 Withholding purchase prices that are due on the basis of any claims the buyer may have from other transactions, as well as offsetting such claims, is excluded unless those claims have been acknowledged by VITAL-OFFICE or established by a final court judgment.

7.5 If VITAL-OFFICE has made partial deliveries with the buyer's consent or is otherwise entitled to do so, the invoiced purchase price is due at least in the corresponding proportion.

7.6 If the contract between the customer and us provides that our deliveries will not yet be completed 3 months after conclusion of the contract, our price list in effect at the time of each delivery will apply if the circumstances relevant at the time of conclusion of the contract subsequently change, particularly with regard to costs. This applies only if the customer is a merchant and the contract forms part of the operation of its commercial business, or if the customer is a legal entity under public law or a special fund under public law. In the case of price increases, this applies only if the extent of the price increase bears a reasonable relationship to the extent of the changes that have occurred, in a manner that the customer can understand and verify. If the price increase effectively agreed in this way reaches 10% of the originally agreed price, the customer is entitled to rescind the contract.

7.7 If the order consists wholly or partly of custom-made items or the quoted total exceeds EUR 25,000, we are entitled, even without an express agreement, to an advance payment of 40% of the order total in accordance with clause 19.

8. Warranty

8.1 The warranty covers all defects originating in the materials, workmanship or design of the goods.

8.2 The warranty does not cover:
- design-related defects in custom-made items manufactured according to the customer's design specifications;
- damage resulting from natural wear and tear or improper handling (such as placement in wet or damp rooms, lack of protection against intense heat, incorrect cleaning or operation, or deliberate damage);
- deviations in dimensions and shape that are customary in the industry and attributable to technological factors, or unavoidable color variations, for example those inherent in the nature of wood, or exact matching with color samples, or uniformity of the veneers used across different pieces of furniture. For PET acoustic panels, color variations are inherently due to the manufacturing process. In particular, marbled surfaces may show significant color differences from batch to batch. We endeavor to manufacture or supply each individual order in as uniform a color as possible. However, for subsequent repeat orders, no warranty can be given regarding color differences from previously supplied acoustic products.

8.3 The statutory warranty periods apply.

8.4 In the event of justified complaints, VITAL-OFFICE has the right to subsequent performance, either by repairing the goods or supplying replacements. The buyer is entitled to a price reduction or rescission only if VITAL-OFFICE has not carried out subsequent performance within a reasonable period or if it has not eliminated the defect.

9. Notices of Defects and Exclusion of Liability

9.1 Unless the damage already constitutes obvious transport damage within the meaning of clause 5 of these terms, the buyer must inspect the goods for obvious defects without undue delay after delivery and notify VITAL-OFFICE of such defects in writing without undue delay. This inspection obligation also applies to deviations from the contract in the form of incorrect deliveries or quantity discrepancies, unless the deviation was so substantial that VITAL-OFFICE had to consider the buyer's approval to be out of the question.

9.2 If a defect becomes apparent only later, notification must likewise be made without undue delay after its discovery. If the buyer fails to give such prompt notifications, the goods are deemed approved and the warranty obligation ceases with respect to those defects.

9.3 Claims by the buyer beyond the warranty rights stated here are excluded. This applies in particular to any claims for damages, including those for lost profits or other financial losses suffered by the buyer. This does not apply if the cause of the damage is attributable to intent or gross negligence on the part of VITAL-OFFICE. The exclusion of liability does not apply to personal injury.

10. Retention of Title

The goods are supplied subject to retention of title pursuant to § 449 BGB, with the following extensions:

10.1 VITAL-OFFICE retains ownership of all goods it supplies until all its receivables, including future receivables, arising from the entire business relationship with the buyer have been paid. This also applies if payment has been made for a specific delivery.

10.2 The buyer may resell goods subject to retention of title only in the ordinary course of business. The buyer hereby assigns to VITAL-OFFICE, as security and in full, all receivables against its customer arising from the sale of the goods subject to retention of title or on any other legal grounds, together with all ancillary rights, including any additional proceeds earned by the buyer.

10.3 If the value of all goods subject to retention of title serving as security for VITAL-OFFICE (calculated on the basis of VITAL-OFFICE's selling prices), or the total of the sales receivables assigned in their place, exceeds VITAL-OFFICE's total receivables by more than 20 %, VITAL-OFFICE will, at the buyer's request, either transfer ownership of goods or reassign receivables to the extent of the excess.

10.4 Until revoked, the buyer is authorized to collect the assigned receivables from resale in its own name. This authorization will be revoked only if the buyer fails to meet its payment obligations or suffers financial collapse.

10.5 The buyer must adequately insure the goods subject to retention of title against fire and theft.

10.6 If the business is transferred to a third party, the buyer must inform that third party of VITAL-OFFICE's retained ownership and the prolonged or extended retention of title, and transfer the resulting obligations to that third party.

11. Samples and Drawings

VITAL-OFFICE reserves ownership, copyright and rights of use in all its illustrations, drawings, sketches, samples and other documents. They must be returned without undue delay upon request and may be passed on to third parties only with VITAL-OFFICE's consent.

12. Place of Performance and Jurisdiction

12.1 The place of performance for delivery and payment is Ettlingen. The law of the Federal Republic of Germany applies exclusively. The United Nations Convention on Contracts for the International Sale of Goods - CISG - does not apply.

12.2 The Ettlingen Local Court or the Karlsruhe Regional Court, as applicable, has exclusive jurisdiction over all legal disputes arising from the contractual relationship with merchants having full commercial status or a legal entity under public law. For non-merchants, jurisdiction is determined by statutory provisions.

13. Final Provision / Miscellaneous

If individual provisions of these GTC are invalid, the legal validity of the remaining terms and of the contract remains unaffected.

II. Special Provisions for the Supply and Installation of Interior Construction Work, Cabinet Walls and Partition Walls

The following supplementary provisions apply to the supply and installation of interior construction work, cabinet walls and partition walls.

14. Offer

14.1 Documents forming part of the offer, i.e. illustrations, drawings, dimensions, weights or other performance data, are approximate only unless expressly designated as binding in writing. We reserve the right to make technical changes from the information in brochures. Any reference to DIN standards is merely a description of performance and does not constitute a guarantee of characteristics.

14.2 The VOB/B, as amended from time to time, forms an integral part of all quotations and contracts concerning the delivery and installation of storage walls and partition walls.

15. Delivery and Performance Times

15.1 Agreements on delivery or installation dates and periods must be made in writing. A delivery or installation period does not begin until all documents to be supplied by the purchaser, such as specifications, drawings, permits, drawing approvals, etc., have been received. Any postponement of the date for finalizing the order details (approval of the shop drawing) extends all subsequent dates accordingly.

15.2 VITAL-OFFICE shall not be liable for delays in delivery or installation caused by force majeure or by events that were unforeseen by VITAL-OFFICE or whose occurrence and cessation are beyond VITAL-OFFICE's control, such as strikes, lockouts, official orders, operational disruptions, etc., even where binding periods and dates have been agreed; this also applies if such events occur at VITAL-OFFICE's suppliers. In such cases, VITAL-OFFICE is entitled to postpone delivery or performance for the duration of the impediment plus a reasonable restart period.

15.3 VITAL-OFFICE is entitled to make partial deliveries and provide partial performance.

15.4 Once the purchaser is in default of acceptance, the risk of accidental deterioration and accidental loss passes to the purchaser.

16. Installation

16.1 Unless expressly agreed, installation costs are not included in the net price.

16.2 The purchaser is responsible for ensuring that installation can be carried out without obstruction by third parties and without interruption. The purchaser is also responsible for ensuring that passageways and doors are sized to allow the elements to be installed to be transported without obstruction. The type, means, and costs of vertical transport must be specified in the tender documents. Suitable options are: a) a sufficiently large construction elevator b) a sufficiently large stairwell c) unobstructed service shafts d) suitable openings in facades.

16.3 The purchaser shall provide suitable, sufficiently large areas and rooms for temporary storage of the interior wall elements. Storage areas and rooms shall be designated in coordination with the installation sequence, delivery quantities, and delivery schedule. The purchaser is responsible for ensuring that the climatic conditions in the storage areas and rooms do not adversely affect the elements and accessories, even during extended storage.

16.4 The client/purchaser must specify the load-bearing capacities of the floor slabs and floor assembly in the tender documents.

16.5 The client shall provide lockable rooms for storing small parts, tools, etc.

16.6 The client shall ensure that the rooms where installation takes place are adequately lit, evenly heated, and clean.

16.7 The client shall ensure that sufficient temporary site power required for installation is available in good time.

17. Dimensions

17.1 On-site measurement of the rooms where installation takes place, the supporting structure, and other structural conditions for accurately sizing, designing, and constructing the interior walls may be omitted if the person responsible for the overall construction guarantees that the rooms meet the geometric requirements specified in DIN standards 18201 and 18202. In this case, the purchaser bears the risk of additional costs resulting from any dimensional deviations.

17.2 If this is not the case, or if the planning documents submitted or the current state of construction indicate that fitting difficulties are to be expected, the clear widths and heights must be measured on site: the width at floor level, ceiling level, and mid-height; the height at the beginning and end and at intervals of 2 m in between. If the floor is unfinished and only the structural slab is in place, a meter datum mark is assumed to be available. The client must also identify all connection and reference points required for the measurements and agreed for all trades. If partial site measurements are enclosed when the order is placed, the quotation drawings are binding with respect to the building dimensions.

18. Adjacent Building Components

18.1 The shape, position, structure, strength, and building-physics properties of adjacent building components must be such that they ensure proper connection of the demountable interior wall system and allow the building-physics values separately agreed between the parties to be achieved. Bearing and connection surfaces must meet the requirements of the connection assembly and fasteners. They must be flat and free of texture, cracks, or similar irregularities.

18.2 The strength properties of the material must ensure that the fasteners remain securely anchored and functional over the long term. Repeated alternating loads resulting from use of the building and rooms must be taken into account.

18.3 Dimensional deviations in adjacent building components must be accommodated insofar as they are unavoidable in properly executed construction and do not exceed the interior walls' adjustment capabilities specified below. The requirements of DIN 18202, Table 3, are agreed for dimensional adjustment.

18.4 Positional and shape deviations outside these requirements shall be at the purchaser's expense and entitle VITAL-OFFICE to make additional charges.

18.5 All agreed or quoted sound insulation values refer to the latest version of DIN 4109. The requirements, expressed in decibels (dB), refer to the weighted apparent sound reduction index measured in the laboratory. VITAL-OFFICE shall not be liable for deviations from these certified laboratory values in the installed condition resulting from the characteristics of the rooms and adjacent building components (material properties, other additions, installations, alterations, etc.). Any follow-up measurements requested by the purchaser to determine whether adjacent building components affect the quoted sound insulation values shall be paid for by the purchaser. The corresponding duty to verify this also rests with the purchaser.

19. Payment

19.1 Unless otherwise agreed, the following payment schedule applies to projects with a value exceeding Euro 25,000.00 for the delivery and installation of interior construction work, storage walls, and partition walls:
1.1 Advance payment of 40 % of the order value upon placement of the order
1.2 Progress payment of 30 % of the order value upon notification that the goods have been made ready in accordance with the contract
1.3 Progress payment of a further 25 % of the order value upon completion of installation.
1.4 Final payment of 5 % within 30 days of receipt of the final invoice (invoice date plus 3 days) in accordance with Section 7.2.
VITAL-OFFICE will issue invoices for the progress payments due

19.2 Other invoices are subject to the provisions of Section 7.2.

19.3 A payment is deemed to have been made only when the funds are at VITAL-OFFICE's disposal. In the case of checks, payment is deemed to have been made only when the check has cleared and the funds have been credited.

19.4 Notwithstanding any instructions to the contrary from the purchaser, VITAL-OFFICE is entitled to apply payments first to the purchaser's older debts. VITAL-OFFICE will inform the purchaser of how the payment has been allocated. If costs and interest have already accrued, VITAL-OFFICE is entitled to apply the payment first to costs, then to interest, and finally to the principal debt.

19.5 If the purchaser defaults on payment, the supplier is entitled to charge interest from that date at 8 percentage points above the base interest rate as flat-rate compensation for losses caused by the default. VITAL-OFFICE reserves the right to prove higher losses.

19.6 If VITAL-OFFICE becomes aware of circumstances that call the purchaser's creditworthiness into question, particularly if a purchaser's check is dishonored, the purchaser suspends payments, or VITAL-OFFICE becomes aware of other circumstances that call the purchaser's creditworthiness into question, VITAL-OFFICE is entitled to declare the entire outstanding balance immediately due. In this case, VITAL-OFFICE is also entitled to demand advance payments and to provide future performance only against payment in advance.

19.7 The purchaser is entitled to set off claims, withhold payment, or reduce the price only if its counterclaims have been established by a final and binding judgment or are undisputed. Furthermore, the purchaser may withhold payment only on the basis of counterclaims arising from the same contractual relationship. The amount that may be withheld is governed by Section 641(3) BGB.

19.8 Any guarantees provided must be returned to VITAL-OFFICE without delay in line with the progress of performance.

20. Billing

20.1 The drawings approved by the purchaser form the basis for determining the scope of performance. Tendering and billing are based on individual elements. An element is defined as a single module over its full height. This includes floor and ceiling connections and connecting components.

20.2 Unless otherwise agreed, the following shall be charged separately:
- Filler pieces - Base connections - Connections to fixed building components - Corner details - Free wall terminations - Drilled holes - Provisions for electrical and plumbing installations - Notches and cutouts, special bracing

20.3 Prices for work not specified in the order documents but required to make the project ready for use shall be determined with reference to the unit prices of the contractually agreed work.

20.4 If the purchaser requests drawings, calculations, or other documents that VITAL-OFFICE is not required to provide under the order, the purchaser shall pay for these separately.

21. Acceptance

Formal acceptance shall take place upon completion of installation in accordance with Section 12 VOB/B.

22. Warranty

22.1 The warranty is governed by the VOB/B. Further claims by the purchaser for property damage, particularly claims for damages, are excluded unless VITAL-OFFICE is guilty of gross negligence or willful misconduct.

22.2 The purchaser must notify VITAL-OFFICE in writing of any complaints or defects within 8 days of discovery. The provisions of Section 377 HGB remain unaffected.

23. Retention of Title

23.1 Any processing or transformation is always carried out on behalf of VITAL-OFFICE, but without creating any obligation for VITAL-OFFICE

23.2 The purchaser is entitled to process and sell the goods subject to retention of title in the ordinary course of business, provided that the purchaser is not in default.

23.3 In the event of third-party claims against the goods subject to retention of title, the purchaser shall point out the supplier's ownership and notify the supplier without delay. The purchaser shall bear the costs and losses.

23.4 If the purchaser breaches the contract, particularly by defaulting on payment, VITAL-OFFICE is entitled to repossess the goods subject to retention of title at the purchaser's expense or, where applicable, to demand assignment of the purchaser's claims against third parties for surrender of the goods. Repossession or attachment of the goods subject to retention of title by VITAL-OFFICE does not constitute withdrawal from the contract.

III Architectural and Planning Services

24.1 Services in the areas of planning, space planning, office planning, consulting, surveys of existing conditions, meetings, particularly needs analysis and consultation directly with the customer's employees, CAD drafting of the floor plan, multiple planning proposals, and more, are billed on a time-and-expense basis with reference to the applicable version of the HOAI.

24.2 As part of our standard quotation process for Vital-Office office furniture, we offer a free service, provided that the customer intends to purchase new Vital-Office products and supplies all necessary data and specifications. However, the value of this service is limited to a maximum of 200.- EUR. Work beyond this amount is subject to a charge unless otherwise agreed in advance.

24.3 It is the customer's responsibility to provide all necessary data, particularly readable CAD plans and a detailed analysis of existing conditions and requirements, as the basis for planning.

24.4 If the customer does not provide CAD floor plans or specifications of existing conditions and requirements, and asks Vital-Office to generate the missing data directly in cooperation with the customer's employees, this is a chargeable service that Vital-Office will bill at its current rates.

24.5 The free Vital-Office planning service is provided exclusively on the condition that the customer intends to purchase the planned products, in the quantities and configurations specified, in the near future. If the customer postpones the project by more than 1 year, the costs incurred by Vital-Office must be reimbursed immediately, but may be credited if an order is subsequently placed. If the customer cancels the project (does not implement it), the costs incurred by Vital-Office must be reimbursed immediately. If the customer chooses another supplier or purchases the planned products from another supplier, the costs incurred by Vital-Office must be reimbursed if substantial planning concepts developed and proposed by Vital-Office are used in whole or in part.

24.6 Planning changes requested by the customer are billed on a time-and-expense basis with reference to the applicable version of the HOAI.

24.7 Planning service for specialist dealers, sales partners, and architects:
We distinguish between the following planning services: 1. Floor plan drafting 2. Inserting products and planning their layout 3. Color scheme 4. Visualization, rendering, and presentation.
1. Floor plan drafting: Sales partners generally have their own planning software for drafting floor plans, including windows and doors. Alternatively, an Autocad-based planning program optimized for space planning can be downloaded from our website free of charge and used at any time (see download OFML PCON Planner Version ME for the office furniture industry, including furniture configurator). If the partner nevertheless commissions us to draft the floor plan from drawings, this service will be billed on a time-and-expense basis. On this basis, the CAD floor plan (without furniture) will be provided to the client as an Autocad DWG file, including all rights.
2. Inserting products and planning their layout: This service is free of charge as part of an ongoing business relationship, subject to the conditions set out above in 24.1 to 24.6.
We also provide an Autocad dwg file for this service. However, the rights to the design (copyright) remain with us. Disclosure to third parties is not permitted.
With the free OFML PCON Planner planning program, the partner can individually configure the furniture's shape, size, material, and finish and display it graphically (3d and color) and commercially (item description and prices).
3. Color scheme: An Autocad-based planning program optimized for space planning can be downloaded from our website free of charge and used at any time (see download OFML PCON Planner Version ME for the office furniture industry, including furniture configurator). If the partner nevertheless commissions us to develop the color scheme, this service will be billed on a time-and-expense basis.
4. Visualization, rendering, and presentation: An Autocad-based planning program optimized for space planning can be downloaded from our website free of charge and used at any time (see download OFML PCON Planner Version ME for the office furniture industry, including furniture configurator). If the partner nevertheless commissions us to produce presentation-quality images and create a PowerPoint presentation, this service will be billed on a time-and-expense basis.

As of 05.2020

Vital-Office GmbH

German website: www.vital-office.de
International website: www.vital-office.net
Shop website: vitacoustic.de