Terms & Conditions for Purchases from Chain IQ Marketplaces*

These Terms and Conditions of Sale, Delivery and Payment apply to business transactions with entrepreneurs, legal persons under public law and special funds under public law.

Terms of Delivery & Payment 

(abbreviated, for full terms please see items 5 & 7):

• All Prices stated are FCA warehouse Herrenberg/Mötzingen, Germany (INCOTERMS 2020).
• Credit terms of 30 days from invoice date are granted for orders up to Euro 150K and subject to satisfactory credit limit. For orders above Euro 150K separate payment terms will be agreed.

1. General, Offer, Purchase Order and Contract

1.1 Our services are exclusively rendered on the basis of these Conditions of sale, delivery and payment (hereinafter „Conditions“). These Terms and Conditions also apply to all future transactions, even if this is not expressly agreed again.

1.2 We shall not be bound by deviating, conflicting or supplementary terms and conditions of the Customer unless we have expressly agreed to their application. This also applies if we are aware or ought to be aware of the Customer‘s Terms and Conditions and we do not expressly object to them or we make the delivery to the Customer without reservation. 

1.3 Our quotations and orders produced for the Customer remain non-binding until we confirm them in text form. A contract first materializes on the basis of our order confirmation in text form.

1.4 Oral agreements or agreements made on the telephone do not become part of the contract until we have confirmed them in text form.

1.5 All products destined for The Americas will be branded as Walter K. products supplied by Walter Knoll AG & Co. KG, Herrenberg, Germany.

2. Prices

2.1 Prices are quoted in EURO and/or USD and include packaging for upholstery products. Wooden crates for sensitive goods (tables, desks, casegoods) will be charged separately. Value added tax at the applicable rate, customs duty and fees and other public levies ex our warehouse will be charged separately. Transport costs are not included, unless otherwise agreed. Misprints and errors are excepted, subject to price and product changes.

2.2 Unless a price has been expressly agreed, our prices as stated on the Partners Group Marketplace applicable when the contract is concluded is decisive for calculating the cost. This also applies to follow-up orders. References by the Customer to earlier orders („as usual“) refer to the model numbers only.
2.3 Seller reserves the right to adjust prices if a new price list comes into effect between the date of the contract (order acknowledgement) and delivery and the adjustment is based on verifiable cost increases in the areas of labor, materials, raw materials, energy, or logistics. Revised prices shall apply only if the period between the conclusion of the contract and delivery exceeds three months. If the Seller is responsible for the exceeding of this period, the originally agreed prices shall remain valid.
 

3. Cover Materials

3.1 Material collection: All our fabrics will be applied on your product as a selvedge running “railroaded” application (warp parallel to the front edge of the seat). Any deviating from this processing is indicated in the material collection or has to be specified in your purchase order. Small pattern repeats and striped fabrics will not be matched. Fabrics and leathers used or supplied are subject to color and quality variations, which are common. For subsequent orders, please request a control sample. Color shading may appear on L-shape configurations upholstered in fabrics such as velours and chenille due to the different incidence of light. This does not constitute grounds for complaint. Please note the exact description on the labels of the sample collection. Certain decorative seams are not possible due to the nature of some fabrics for production or technical reasons. This does not constitute grounds for complaint. The color of lining material and other accessories are determined by Walter Knoll.

3.2 Leather collection: Marks such as healed scars, insect bites, wrinkles and stretch marks are unmistakable natural attributes of genuine leather and do not constitute grounds for complaint. Genuine leather tends to stretch slightly. The color of the leather may vary both within a single piece and an entire group of products. The same applies in the case of deviation from the sample. If necessary, please request a control sample. For large covers, it may be necessary to cut fabric and join pieces using extra seams.

3.3 Customer´s own material (fabric and synthetic leather) is available on request. Special conditions apply to material approval, requirements, quality of material, application and processing as well as use of pattern repeats. We do not accept liability for creasing or wrinkling, shading, weaving faults etc.  Additional charges may apply. Please enquire via the Marketplace. The defined amount of material required for processing of single colored flat-weaves shall be calculated from the selvage. If this type of cut is not possible, any additional material necessary will be subsequently requested. In the case of pattern repeat coverings and cut-edge processing (on request) the amount of material has to be determined in advance.

3.4 Customers’ own leather is available on request. Special conditions apply to material approval, requirements, quality of leather. We do not accept liability for natural characteristics, color variations, creasing or wrinkling. Additional charges may apply. Please enquire via the Marketplace.

3.5 Wood: Wood is a natural product. Slight deviations in structure and color are possible. Furthermore, small gnarls and knots may occur. Due to the properties of the material on horizontal and vertical surfaces, the same surface may demonstrate a different appearance. Deviations in structure, color and gloss level are also due to the material. These characteristics do not constitute a reason for complaint. The ideal indoor climate for furniture made of (solid) wood is anywhere between 19° and 23° indoor temperature with a humidity level of 50 to 65 percent.

3.6 Special colors for wood surfaces: Having the wooden surfaces of our seating and chairs stained or painted in special colors necessitates the provision of a reference sample. An additional fee of 344 €/418 USD (before tax) will be applied for each stain control sample.

3.7 Individual finishes for tables and casegoods: Finishes that are not part of our collection can be applied - after internal approval, receipt of a color sample and production of a control sample. Price and delivery on request. Finish control sample DIN A4 344 €/418 USD (before tax) each. Customers’ own veneers can be applied at an extra charge. Please ask for prices via the Marketplace. The customer is responsible for checking the veneer before sending it to us. We accept no liability for the quality of veneers provided by customers.

3.8 Electrification: For models with electrification please note their country specific plug management. For orders that differ from the standard plug inserts please specify the corresponding code when ordering (see example): L = Japan, B = North America, J = Switzerland. 

3.9 International Electrification Standards:  All electrical built-in components are UL and/ or CSA recognized, unless indicated differently. To request further details please contact Walter Knoll via the Marketplace.

3.10 CARB2: All timber products and composite materials used, such as particleboard, medium-density fiberboard and hardwood plywood, comply with the CARB2 requirements for formaldehyde emissions for timber products.

3.11 Technical Bulletin 117-2013: For Walter Knoll leathers and fabrics destined for the Americas please refer to the Materials Matrix with regard to flammability regulations of TB 117-2013.

3.12 BIFMA: The safety and performance standards developed and published by the American Business and Industrial Furniture Manufacturing Association (BIFMA) are some of the world’s most demanding test and quality requirements for furniture products. Please contact Walter Knoll via the Marketplace for further information on Walter Knoll products tested and approved in accordance with the BIFMA standards.

3.13 Natural stone: Natural stones such as marble are sensitive to mechanical stress. Our natural stones have a “leathery” surface. This special surface treatment helps to maintain the natural, velvety texture of the marble. Our natural stones are treated and delivered with stain protection. This does not, however, guarantee 100% protection against stains. Natural stones are sensitive to acids, grease/ fats and oils. Hard lacquer finishes are available on request and are subject to extra charges.

4. Ordering

Every customer order will be confirmed separately, specifying the price and order number. All orders must be sent in writing to

Walter Knoll AG & Co. KG taking the order guide in these Terms & Conditions into consideration. For sofas, tables or storages combinations, we recommend adding a sketch to the order. In the case of orders with material provided by the customer, a feasibility test must first be confirmed by Walter Knoll AG & Co. KG. For further information on what happens when orders are placed using materials provided by the customer, please enquire via the Marketplace. Our terms of sale, delivery and payment apply to all orders.

5. Delivery and Delivery Period 

5.1 The products to be delivered will be determined on the basis of the order confirmation. Information in advertising and printed material is not legally binding.

5.2 Export packaging: For long-distance and more complex transport routes, case goods are generally packed in reinforced export packaging in addition to cardboard. This ensures safe handling (with the use of stackers and forklift trucks) and allows cargo to be stacked for a more efficient use of space. This is subject to an additional charge of 5% of the sales price.

5.3 Storage costs: If the agreed delivery and collection date is delayed by the customer by more than two weeks, storage costs will be charged.

5.4 Additional costs: Any additional costs incurred for direct deliveries, distribution, installation and exceptionally time-intensive transport will be charged separately.

5.5 Slight deviations from the sample on show or information contained in the brochure which are customary in the trade in terms of dimensions, finish and color can arise from the type of products which we manufacture. They do not give the Customer a right to assert claims for defects. In particular, we are unable to guarantee identical colors in the case of materials and leathers, veneers and lacquer work. This also applies to follow-up orders.

5.6 We reserve the right to make part-deliveries unless they would be unreasonable for the Customer. Part-deliveries shall be deemed unreasonable if the part-deliveries cannot be used by the Customer in the framework of the contractually designated use and the Customer will incur significant additional expenses or additional costs as a result.

5.7 All deliveries are FCA from our warehouses (INCOTERMS 2020), unless otherwise agreed in an individual contract. The delivery times we give shall not be binding as a matter of principle unless we have committed to or agreed a fixed delivery period or delivery date. Any delivery period committed to or agreed or delivery date committed to or agreed shall cease to apply in the event that amendments are made to the contract unless the amendment is insignificant. If shipping has been agreed, the delivery times and delivery dates refer to the time when the delivery items are handed over to the carrier.

5.8 Force majeure, particularly government sanctions and industrial action such as strikes and legal lock-outs, and other obstacles to performance for which we are not responsible, will result in a reasonable extension to the delivery or performance period. We shall inform the Customer about the beginning and end of such circumstances. The same applies if one of our suppliers does not supply the correct items to us or does not supply them on time.

5.9 The rights of both parties regarding termination and rescission are subject to the law. Customers may only assert a claim for damages under the conditions described in section 9.

5.10 On our request, the Customer shall declare within a reasonable period whether it wants to rescind the agreement as a result of the delay in delivery and/ or is demanding compensation in place of delivery in accordance with 9. or is insisting on performance. If the Customer does not exercise this right to choose within a reasonable period, its right to performance shall lapse.

6. Passage of Risk and Default of Acceptance

6.1 Shipment requested by the Customer is at the Customer‘s risk. Risk is transferred when loading starts. If transport is delayed for a reason for which the Customer is responsible, risk passes to the Customer when the products are ready for dispatch and the Customer has been notified of this. 

6.2 If the Customer does not pick up the ordered products in due time, we will store the products at the Customer‘s expense and risk and invoice the Customer for this, irrespective of our right to fulfilment or other rights. We shall only take out insurance at the express request and at the cost of the Customer. In the event that the goods are stored on our own site, we reserve the right to claim a fixed price of EUR 1 per m³ for each day of storage. The parties reserve the right to prove that lower or higher costs were incurred.

7. Terms of Payment

7.1 The purchase price shall be due for payment in accordance with the respective terms of payment for purchases via the Partners Group Marketplace. All credit terms are subject to the credit limit  approved by our Credit Insurance Company Coface. To establish credit terms Company Registration Number (or DUNS Number) and Registered Address are required. Projects over Euro 150K are subject to separate credit terms to be agreed prior to confirmation of order.

7.2 We only accept cheques and bills of exchange by prior arrangement; acceptance shall be as conditional payment. The Customer shall bear any costs associated with acceptance.

7.3 The Customer shall only be entitled to a right of retention or right of set-off with counterclaims if we have acknowledged its counterclaims, they are undisputed or have been determined with binding legal effect.

8. Retention of Title

8.1 The products sold remain our property until full payment of all of our claims arising from our business relationships, including those arising in future. When balancing the account, the retention of title acts as security for the balance claim.

8.2 If the retention of title should be invalid or unenforceable as a result of mandatory foreign legal provisions, the security which corresponds to the retention of title in the respective legal system shall be deemed to have been agreed. If the Customer‘s cooperation is necessary for this, it shall take, at its own cost, all measures necessary to explain the situation and obtain the security.

8.3 The Customer is required to inform us without undue delay in writing of attachments of the products or other claims that third parties assert with respect to the products. In the case of attachments, it shall also simultaneously send us a copy of the attachment report so that we can take action against this, especially third-party proceedings to prevent the execution of a judgment pursuant to section 771 of the German Code of Civil Procedure (Zivilprozeßordnung). Where the third-party is not in a position to reimburse us the court or out-of-court costs of a claim, the Customer shall be liable for the damage we incur unless it was not responsible for this. 

8.4 Asserting retention of title, taking delivered products back and seizing the delivered products by us shall not constitute rescission of the contract if we do not expressly declare that we are rescinding the contract. In the event that we take products back, we are entitled to dispose of the products, after a prior warning and after expiry of a reasonable period, at our free discretion in the best possible manner. After deduction of the costs associated with the sale, the proceeds from the sale shall be set off against our purchase price claim and any other claims, especially to compensation owing to default with payment. 

9. Warranty

9.1 The presence of a defect shall be conclusively determined on the basis of the quality agreement as reached in the respective contract. Unless otherwise expressly agreed in the respective contract, the information about our products, including the pictures, drawings, descriptions and references to standards and specifications in our offers and brochures as well as other public statements made by us or our vicarious agents do not constitute guaranteed characteristics and/or guarantees within the meaning of sections 434, 443 of the German Civil Code but are only non-binding descriptions or labels. The same applies to samples supplied.

9.2 The duty to examine the goods and report defects shall be in accordance with the statutory provision in section 377 of the German Commercial Code. If, in an exceptional case, we bear the risk of shipment, any defects shall be reported to us and the carrier observing the requirements set out in section 428 of the German Commercial Code. The Customer is required to examine packaging as well as the products on delivery and installation for products that are to be installed or mounted in another item, in particular.

9.3 Should products be defective at the time risk passes and this has been duly reported the Customer must initially give us the opportunity to remedy the defects at our discretion or provide replacements („subsequent performance“) with a reasonable set deadline. The Customer is also entitled to rescind the contract or reduce the purchase price in accordance with the statutory provisions. The Customer may only demand compensation in accordance with section 9.

9.4 The expenses required for subsequent performance, particularly transport, travel, labor and material costs, shall be borne by us if a defect is actually present. Should the customer have installed defective products in another item or mounted these on another item, the costs borne pursuant to the above clause shall not include the necessary expenses for removing the defective products and the installation or mounting of the repaired or supplied defect-free products, unless the last contract in the supply chain. In any case, the above clause is without prejudice to any compensation of removal and installation costs as damages in accordance with section 9. Claims of the Customer for the reimbursement of the expenses necessary for the purpose of subsequent performance are excluded to the extent that the costs increase as a result of the products having been subsequently moved to a location which is not the Customer‘s place of business, unless moving the item to another location corresponds to the designated use. If the Customer‘s request that defects be remedied turns out to be unjustified, the Customer shall bear the resulting costs, unless it was not responsible for these. We are not liable for damage to the products which results from natural wear and tear, unsuitable or improper use or use which is not in line with the contractual use, from faulty assembly, excessive use or improper modification, improvement or repair work by the Customer or a third-party, or from faulty or negligent treatment, unless we are responsible for this.

9.5 Claims of the Customer on account of defects, with the exception of compensation for damages or expenses pursuant to section 9, shall lapse within one year of delivery of the respective product to the Customer. The statutory provisions on the limitation period for product liability claims (section 12(1) of the German Product Liability Act), in the case of fraud (section 438 (3) no. 1 of the German Civil Code) and arising from supplier recourse (sections 445a, 478 of the German Civil Code), where the last contract in the supply chain was the purchase of consumer goods, remain unaffected.

10. Compensation and Cost Reimbursement Claims

10.1 We shall be liable for our own intent and gross negligence as well as the intent and gross negligence of our statutory representatives or vicarious agents. Where our statutory representatives or vicarious agents cannot be accused of intent, our liability shall, however, be restricted to the foreseeable damage typical for the type of contract.

10.2 We shall also be liable without restriction in the event of culpable injury to life, body or health by us, our statutory representatives or vicarious agents, and in the event that a defect is fraudulently concealed or in respect of a warranty. In the latter case the scope of the liability shall be in accordance with the warranty declaration. 

10.3 We shall also be liable in the case that we, our statutory representatives or vicarious agents culpably breach such duties, which must be fulfilled in order to make performance of the contract possible in the first place and on which the Customer regularly relies and is entitled to rely. Where our statutory representatives or vicarious agents cannot be accused of intent, liability shall, however, be restricted to the foreseeable damage typical for the type of contract.

10.4 We shall still be liable in cases of mandatory statutory liability in accordance with the respective provisions, for example under the German Product Liability Act (Produkthaftungsgesetz).

10.5 In all other respects, liability for compensation and cost reimbursement claims is excluded - irrespective of the legal grounds.

10.6 Where our liability is excluded or restricted, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.

10.7 The Customer shall inform us without undue delay and in detail and consult with us if it intends to file a claim against us in accordance with the above provisions. The Customer shall give us an opportunity to examine the claim.

11. Final Provisions

11.1 Should individual provisions of these Terms and Conditions be or become invalid, this shall not affect the legal validity of the other provisions. In such a case the parties shall conduct negotiations on the basis of the principles of good faith with the objective of replacing the invalid provision with a valid provision which reflects as closely as possible the economic intention of the invalid provision This applies accordingly in the event of a lacuna.

11.2 Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contractual relationship, including matters concerning bills of exchange or cheques, is Herrenberg. We also reserve the right to file a claim against the Customer at its general place of jurisdiction at our discretion.

11.3 The contractual relationship is exclusively subject to German law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12. Confidentiality: General Principle

12.1 Each Party acknowledges and agrees that it may receive or otherwise have access to Confidential Information of the other Party in connection with these Terms & Conditions and/ or the Contract, in general. 

12.2 Each Party shall keep Confidential Information of the disclosing Party strictly confidential and shall safeguard such Confidential Information from unauthorised disclosure, reproduction or use no less rigorously than the stricter of (i) the special safety and security instructions set forth in the Contract (if any); (ii) the standards that would apply to its own Confidential Information of similar nature; and (iii) the standards required by applicable law and regulatory requirements.

12.3 Both Parties agree not to use Confidential Information of the disclosing Party except as contemplated by these Terms & Conditions and the Contract and to the extent necessary for the performance of the Services. For the avoidance of doubt, all Walter Knoll information, data, processes, prices and analysis disclosed to Client in the context of these Terms & Conditions and the Contract are considered as Confidential Information. Confidential Information shall not be used by Client for any other purpose than in the context of the provision of Services by Walter Knoll. 

12.4 Both Parties agree not to disclose Confidential Information to any third parties without either Party’s prior written consent. However, both Parties shall be entitled on a "need-to-know" basis to share Confidential Information with their Employees and/or Subcontractors to the extent such persons need to know such information in connection with these Terms & Conditions and the Contract.

12.5 Both Parties will give reasonable assistance to the other in order to prevent a breach of confidentiality and/or limit the consequences thereof.

Disclosure to Affiliates

12.6 Notwithstanding section 11.1-5, each Party may (i) make available Confidential Information to representatives of its Affiliates who need to know such information for the purpose of implementing these Terms & Conditions and the Contract and the performance of its rights and obligations thereunder; (ii) make these Terms & Conditions and the Contract together with all annexes, invoices, contact information as well as further information on the business relationship with the other Party (including information regarding the assigned Employees and its Subcontractors) worldwide accessible and transfer such information to other Affiliates for the purpose of maintenance and administration of the business relationship with the other Party, including account management.

Permitted Disclosure to Third Parties

12.7 Notwithstanding section 11.1-5, each Party may make available Confidential Information to a third party (such as Subcontractors, professional advisors or as the case may be service recipients that are not an Affiliate), provided such third party is subject to confidentiality obligations at least as stringent as those applicable to the Parties hereunder, and for the purpose and to the extent necessary (i) for the performance of the receiving Party’s rights and obligations under these Terms & Conditions and the Contract; or (ii) to permit a third party to perform management, administrative or support services, including legal, IT, advisory, accounting or audit services, for or in relation to a Party.

Disclosures Required by Law

12.8 A Party may disclose the Confidential Information of the other Party to the extent, but only to the extent, required by law, regulation, rule, act, order, or request of any court, governmental authority or agency, self-regulatory organization or exchange, including but not limited to any subpoena, civil investigative demand, or discovery request or demand, provided such Party gives the other Party (to the extent not prohibited from doing so) prompt written notice and cooperation in seeking to limit the disclosure to the greatest extent possible, consistent with the legal obligations of the Party required to disclose the Confidential Information, and in obtaining confidential treatment for such information, if available.

Notification of Breach

12.9 Each Party shall immediately notify the other Party if it becomes aware of (i) any potential disclosure, access to or use of any Confidential Information in breach of these Terms & Conditions and the Contract; (ii) any unauthorized intrusion into systems containing Confidential Information; and (iii) any disclosure of any Confidential Information where the purpose of such disclosure does not have any apparent correlation with the execution of these Terms & Conditions and the Contract.

12.10 Both Parties will give reasonable assistance to the other in order to prevent such breach of confidentiality and/or limit the consequences thereof.

Survival of Termination 

12.11 The confidentiality obligations specified in this section 11 will continue to apply even after termination of these Terms & Conditions and the Contract.

Return of Confidential Information

12.12 Unless otherwise agreed, each Party will upon request return to the other party or destroy all tangible and intangible copies of the Confidential Information in its possession or in the possession of its subcontractors or its staff upon expiration or termination of the Contract. In addition, each Party will upon request delete all Confidential Information of the other Party in electronic format from its information systems and the information systems of its associated companies and subcontractors, with the exception of any automatically generated backup copies, which will remain subject to the confidentiality obligations under the Contract and/or under applicable law. Walter Knoll remains entitled to retain all such Confidential Information from Client which is connected to the Services and for which Walter Knoll holds all rights and/or perpetual licenses.

13. VAT identification number: 

VAT ID no.: DE 145142649

14. Terms & conditions

For link to current conditions, please see Marketplace.

*These terms and conditions are valid for purchases from the Chain IQ Marketplace only, for Standard

Terms & Conditions please refer to our website https://www.walterknoll.de/en/terms-and-conditions.