General Terms and Conditions

GENERAL TERMS AND CONDITIONS 
OF: 21.12.2022

1. Scope

1.1. These General Terms and Conditions apply exclusively to merchants.
1.2. Only these terms and conditions shall apply. Contradictory or deviating conditions of the buyer shall not be recognized unless the seller has expressly agreed to their validity.
1.3. These General Terms and Conditions also apply to all future transactions with the buyer.

 

2. Contract

2.1. The order shall be deemed accepted if not rejected by the seller within 20 days.
2.2. Representatives are not authorized to make any conflicting or supplementary agreements to these terms and conditions. This applies in particular to any assurances regarding specific characteristics of the goods being sold.

 

3. Delivery

3.1. The goods are shipped at the buyer's expense and risk from the seller's place of business. The risk of accidental loss passes to the buyer upon handover to the carrier. Transport insurance is only arranged at the explicit request and cost of the buyer.
3.2. Delivery times are approximate. In the event of delivery and performance impediments such as force majeure, government actions, labor disputes, as well as incorrect or untimely deliveries by the manufacturer for reasons beyond the seller's control, the delivery period shall be extended by 2 weeks, starting from the original delivery date. If, at the end of this period, the resolution of the impediment to performance is not foreseeable, and performance is therefore impossible, the seller may withdraw from the contract. This applies accordingly if performance is partially impossible. In the case of delivery and performance delays, the seller is in default only if they are attributable to the seller, and after a prior notice of default from the buyer. In such a case, the seller is granted a grace period of 2 weeks, starting from the receipt of the notice, within which they can deliver the goods or perform the service. Only after that can the buyer reject the performance and withdraw from the contract or claim damages for non-performance.

 

4. Warranty

4.1. The buyer is obliged to promptly inspect the goods for completeness and defects upon receipt.
4.2. Any visible defects must be specified and reported within 10 days of receiving the goods. The complaint must have reached the seller by the end of this period. Hidden defects must be reported immediately upon discovery.
4.3. If the complaint is justified and timely, the buyer's warranty claims, after returning the disputed goods, are initially limited to rectification or replacement at the seller's discretion. If this fails, the buyer may demand rescission or reduction.
4.4. Warranty claims expire one year after delivery of the goods supplied by us to the buyer. The limitation period in the case of recourse under §§ 478, 479 of the German Civil Code (BGB) remains unaffected.

 

5. Retention of Title

5.1. Check/Bill Clause If the buyer establishes a bill liability for the payment of the purchase price, the retention of title and the underlying claim for goods deliveries shall not expire until the buyer redeems the bill as the drawee.
5.2. Oversecurity Clause If the value of the existing securities exceeds the secured claims by more than (the percentage margin specific to the industry, but not exceeding 30%), the seller is obliged, upon the buyer's request, to release the surplus.
5.3. Surrender of Reserved Goods The seller is entitled to demand the return of items belonging to them at any time, particularly to assert rights to separation or assignment of the claim to the consideration in insolvency proceedings if the fulfillment of their claims by the buyer is endangered, especially if insolvency proceedings are opened over the buyer's assets or if the buyer's financial circumstances significantly deteriorate. The assertion of the retention of title and seizures of the delivered items by the seller do not constitute withdrawal from the contract.
5.4. Third-Party Interference with Reserved Goods In the event of seizures as well as attachments of reserved goods or other dispositions or interventions by third parties into the seller's rights, the buyer shall promptly notify the seller and, in coordination with them, take all necessary measures to avert the risk. To protect the reserved goods, the buyer must, upon request by the seller, assign claims to the seller. The buyer is obligated to reimburse all damages and costs, including court and attorney fees, incurred by the seller as a result of third-party interventions.

 

6. Prices and Payments

6.1. Prices are based on the price list valid at the time of the order, plus value-added tax and any packaging costs.
6.2. Only our delivery and payment conditions apply, which our customer agrees to when placing an order, and this applies equally to future transactions, even if they are not expressly referred to but have been provided to the buyer in a confirmed order. If an order is placed contrary to our delivery and payment conditions, only our delivery and payment conditions apply, even if we do not object. Deviations are only valid if expressly acknowledged in writing by us.
6.3. We are entitled to assign claims resulting from our business relationships.
6.4. If the buyer is in default with any payment obligations towards us, all existing claims become due immediately.
6.5. All payments are to be made exclusively to the bank account of Coface Finanz GmbH, Isaac-Fulda-Allee 1, 55124 Mainz, to which we have assigned our current and future claims from our business relationship. We have also assigned our retention of title to this institution.

 

7. Offset and Right of Retention

The buyer may only offset claims against those of the seller if they are undisputed or have been legally established. The buyer is only entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.

 

8. Buyer's Payment Obligations in Case of Contract Termination

8.1. In the event of a party's withdrawal from the purchase contract, the seller may assert the following claims:
Special expenses incurred in connection with the contract, such as commissions, shipping costs, in proven amounts;
Compensation for damages caused by the buyer's fault, in proven amounts; Compensation for the use or depreciation of the item and any resulting loss in value.
8.2. In the event of withdrawal from the purchase contract (pre-order), the seller may claim the deposit as a cancellation fee (up to a maximum of 50% of the order volume). The seller is entitled to assert further claims to the extent that these claims exceed the cancellation fee pursuant to sentence 1.
8.3. The buyer is allowed to demonstrate that the amount claimed by the seller is lower.
8.4 If a customer does not pick up their pre-ordered goods and all communication has been conducted through the representative, we reserve the right to withhold the representative's commission and include it as a cancellation fee.

9. Internet Sales by Buyer/Purchaser

9.1. The distribution of the goods on the internet requires our prior written consent. To this end, the buyer/purchaser must provide information and materials about the structures, paths, layout, as well as text and image materials on their website.
9.2. The buyer/purchaser is prohibited from using trademarks, business names, or other protective rights of our company in an identical or similar form, unless expressly permitted in advance.
9.3. The buyer/purchaser is prohibited from selling the goods on internet auction platforms without prior written consent.
9.4. The buyer/purchaser is prohibited from supplying third parties who do not comply with the above provisions.

 

10. Liability for Damages

10.1. The seller's liability for breaches of contractual obligations and tort is limited to intent and gross negligence. This does not apply in case of injury to life, body, health of the customer, claims due to the breach of cardinal obligations, and compensation for delay damages (§ 286 BGB, German Civil Code). In these cases, the seller is liable for any degree of fault.
10.2. To the extent that the plaintiff's liability for damages is excluded or limited, this also applies to the personal liability of employees, workers, representatives, and agents.

 

11. Place of Performance, Choice of Law, Jurisdiction

11.1. Unless otherwise provided in the contract, the place of performance and payment is the seller's place of business.
11.2. This contract is governed by the laws of the Federal Republic of Germany; the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
11.3. If individual provisions of this contract are or become invalid or contain a gap, the statutory provisions shall apply. The remaining provisions shall remain unaffected.
11.4. The place of jurisdiction, at our discretion, is the registered office of the company or Mainz.