General Terms and Conditions for B2B Project Business
Bergermann Floristik GmbH · As at March 2026
§ 1 Scope
(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts between Bergermann Floristik GmbH, Mittelweg 6, 02736 Oppach (hereinafter “the Contractor”), and businesses within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter referred to as the “Client”) concerning the design, manufacture, delivery and/or installation of preserved moss wall products, Moss Pictures, façade greening systems (MOOSMOOS Greenovation) and similar services.
(2) These General Terms and Conditions shall apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Client shall only form part of the contract if and to the extent that the Contractor has expressly agreed to their validity in writing.
(3) These Terms and Conditions do not apply to consumer transactions. Separate Terms and Conditions apply to orders placed via the online shop moosbild-shop.de.
(4) Individual agreements between the contracting parties shall in all cases take precedence over these General Terms and Conditions. The content of such individual agreements shall be governed by a written contract or written confirmation from the contractor.
§ 2 Conclusion of the Contract
(1) Offers made by the Contractor are subject to change and non-binding, unless they are expressly marked as binding. Information contained in catalogues, leaflets, on websites and on social media does not constitute a binding offer.
(2) The client’s order shall be deemed a binding offer to enter into a contract. The contract shall only come into effect upon the contractor’s written confirmation of the order or upon commencement of the provision of services.
(3) The scope of services shall be determined exclusively by the Contractor’s written order confirmation. Any subsequent amendments or additions must be agreed in writing.
(4) We reserve the right to make technical alterations and changes to shape, colour and/or weight within reasonable limits, insofar as the products are natural products and the changes are reasonable for the client, taking into account the contractor’s interests.
§ 3 Scope of Services
(1) The scope of services is set out in the Contractor’s written order confirmation. In particular, it may include consultancy, planning, visualisation, manufacture, delivery, installation and/or maintenance of preserved moss products.
(2) The contractor uses only sustainably harvested forest moss that has been treated using the patented MOOSMOOS PLUS pressure-processing method. The moss retains its natural properties throughout this process.
(3) In the case of Greenovation façade products, installation shall be carried out exclusively by the contractor’s installation team on a rear-ventilated timber substructure in accordance with the technical specifications set out in the data sheet.
(4) The Client is obliged to ensure that the conditions necessary for the provision of the services (in particular access, ground conditions, electricity supply and freedom from obstructions) are in place in good time and at its own expense.
§ 4 Prices and Terms of Payment
(1) The prices stated in the order confirmation shall apply. All prices are quoted in euros, plus the applicable statutory value added tax.
(2) Unless otherwise agreed, instalment payments are due as follows: 50% upon confirmation of the order, 40% upon delivery or commencement of installation, and 10% upon successful acceptance.
(3) Invoices are payable in full within 14 days of receipt, unless otherwise agreed. In the event of late payment, the contractor is entitled to charge interest on arrears at a rate of 9 percentage points above the relevant base rate in accordance with Section 288(2) of the German Civil Code (BGB).
(4) Set-off against counter-claims by the client or the withholding of payments on the basis of such claims is only permitted insofar as the counter-claims are undisputed or have been established by a final and binding judgement.
§ 5 Variable additional costs / Cost adjustment
(1) The agreed prices are based on the costs of materials, energy, transport, tolls, packaging and other procurement-related expenses applicable at the time the contract is concluded. If, after the contract has been concluded, cost increases occur in one or more of these areas which were unforeseeable and beyond the Contractor’s control at the time the contract was concluded, the Contractor shall be entitled to pass on the verifiably increased costs to the Client on a cost-allocation basis.
(2) The client shall be notified in writing of any cost adjustment prior to the provision of the service, with details of the cost items affected and the respective amount of the increase. Any such additional costs shall be shown separately and transparently on the relevant invoice.
(3) If the costs referred to in paragraph 1 fall after the contract has been concluded, the contractor is obliged to pass on the reduction in costs to the client in equal measure (principle of symmetry).
(4) If the total cost adjustment exceeds 10% of the agreed net contract value, the client shall be entitled to an extraordinary right of withdrawal, subject to a notice period of 14 days following receipt of the notification referred to in paragraph 2. Partial services already rendered shall be invoiced in accordance with the agreed contract price.
(5) Any adjustment of costs under this clause is excluded if there are fewer than four months between the conclusion of the contract and the full performance of the services.
§ 6 Delivery and Installation
(1) Delivery dates and deadlines are only binding if they have been expressly confirmed as such by the contractor. In all other respects, delivery dates shall be deemed to have been agreed as approximate.
(2) Delivery and performance deadlines shall be extended by the period during which the client fails to fulfil its obligations to cooperate, as well as by any delays caused by force majeure, supply bottlenecks at suppliers, regulatory measures or other circumstances for which the contractor is not responsible.
(3) In the case of delivery without installation, the risk of accidental loss or accidental deterioration of the goods shall pass to the client upon handover to the client or the carrier. In the case of delivery with installation, the risk shall pass to the client upon acceptance.
(4) Partial deliveries and partial performance are permitted, provided that they are reasonable for the client.
§ 7 Acceptance
(1) The Client is obliged to accept the Contractor’s work within 10 working days of being notified of its completion. The acceptance shall be recorded in a report.
(2) Minor defects do not constitute grounds for refusing acceptance. These shall be rectified by the contractor as part of the rectification process.
(3) If the Client fails to accept the work within the time limit specified in paragraph 1 and there is no material defect, acceptance shall be deemed to have taken place (deemed acceptance). The Contractor shall draw the Client’s attention to this legal consequence when notifying the Client of completion.
§ 8 Warranty and Guarantee
(1) The Contractor warrants that the products supplied are free from material defects and defects of title at the time of acceptance. The warranty period is 24 months from the date of acceptance, unless longer periods are required by law.
(2) Obvious defects must be reported to the Contractor in writing without delay, and at the latest within 10 working days of acceptance. Hidden defects must be reported immediately upon discovery. Failure to comply with the obligation to give notice of defects shall result in the warranty claim lapsing.
(3) In the event of justified complaints regarding defects, the contractor shall, at its discretion, remedy the defect by repair or replacement. If the attempt to remedy the defect fails after two attempts, the client may demand a reduction in price or rescind the contract.
(4) In addition to the statutory warranty, the Contractor provides a guarantee covering the durability of its preserved moss products in accordance with VOB/BGB, subject to the terms and conditions set out in the relevant quotation. The guarantee does not cover damage caused by improper use, mechanical impact, direct sunlight in the case of indoor products, extreme humidity outside the specified limits, or interference by third parties.
(5) Natural variations in colour, minor differences in the structure of the moss and tolerances typical of the production process do not constitute a defect, as these are natural products.
§ 9 Liability
(1) The Contractor shall be liable without limitation for damage resulting from loss of life, bodily injury or damage to health arising from an intentional or negligent breach of duty by the Contractor or an intentional or negligent breach of duty by a legal representative or vicarious agent.
(2) The Contractor shall only be liable for other damages in cases of wilful misconduct and gross negligence, as well as in the event of a breach of fundamental contractual obligations (cardinal obligations). In the event of a breach of fundamental contractual obligations, liability shall be limited to foreseeable damage typical of the contract.
(3) Liability under the Product Liability Act remains unaffected.
(4) In all other respects, the Contractor’s liability — regardless of the legal basis — shall be limited to the value of the contract.
§ 10 Retention of title
(1) The goods supplied shall remain the property of the contractor until all claims arising from the business relationship have been paid in full (extended retention of title).
(2) The Customer is obliged to treat the goods subject to retention of title with due care. In particular, the Customer is obliged to inform the Contractor without delay if and to the extent that third parties gain access to the goods subject to retention of title.
§ 11 Cancellation and Withdrawal
(1) The Client may only cancel the contract with the Contractor’s written consent. In the event of cancellation following confirmation of the order, the Contractor shall be reimbursed for the costs incurred up to that point, as well as a lump-sum compensation for loss of profit amounting to 15% of the net contract value, unless the Client can prove that the loss was less.
(2) In the case of bespoke products (in particular, custom-designed Moss walls and Greenovation façades), cancellation is not permitted once production has commenced. Products that have already been manufactured must be paid for in full in all cases.
§ 12 Confidentiality and Copyright
(1) Both parties undertake to keep confidential any confidential information belonging to the other party which comes to their knowledge in the course of the business relationship, and to use such information solely for the purposes agreed in the contract.
(2) The Contractor’s plans, visualisations, design drawings and technical documentation shall remain the Contractor’s intellectual property. They must not be reproduced, made available to third parties or used for other projects without written consent.
(3) The Contractor is entitled to use completed projects as references and to feature them for promotional purposes, provided the Client does not expressly object.
§ 13 Data Protection
(1) The Contractor shall process the Client’s personal data exclusively in accordance with the applicable data protection regulations. Further details are set out in the Privacy Policy.
(2) The Contractor uses the HubSpot CRM system for customer management and project communication. The Client is hereby informed of this and consents to their contact details being stored in this system.
§ 14 Final Provisions
(1) The law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance for all obligations arising from the contractual relationship is the Contractor’s registered office in 02736 Oppach.
(3) The place of jurisdiction for all disputes arising from the contractual relationship shall be the Contractor’s registered office, provided that the Client is a trader, a legal person governed by public law or a special fund governed by public law. The Contractor shall also be entitled to bring proceedings against the Client at the Client’s general place of jurisdiction.
(4) Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the relevant statutory provision.
(5) Any amendments or additions to these General Terms and Conditions must be made in writing. This also applies to any amendment to this written form clause.
Bergermann Floristik GmbH | Managing Director: Andreas Bergermann
Mittelweg 6 | 02736 Oppach | HRB 44035 AG Dresden | VAT No. DE360955008
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