Terms of Conditions
§ 1 Place of performance, delivery and acceptance
1. The place of performance for all services from the delivery contract is the place of the seller's commercial branch.
2. The goods are delivered ex works in Germany. The buyer bears these shipping costs. The buyer can determine the carrier. The goods are to be sent uninsured. A shipping notification can be arranged.
3. A flat-rate storage surcharge can be charged for deliveries from outside the warehouse.
4. Packaging costs for special packaging are borne by the buyer.
5. Sorted and, in the case of combinations, partial deliveries appropriate for sales must be made promptly and must be announced in advance. Unsorted are only permitted with the consent of the buyer.
6. Excess or short deliveries due to technical production conditions up to max. 10% of the ordered edition must be accepted by the client. However, the quantity actually delivered is actually charged.
7. If, due to the fault of the buyer, the acceptance does not take place in good time, the seller has the right, after setting a grace period of 12 days, to either issue a backorder invoice or to withdraw from the contract or to claim damages.
§ 2 content of the contract
1. The delivery of the goods takes place on certain dates (working day or a certain calendar week) without establishing a fixed transaction. All sales are only made for certain quantities, articles, qualities and fixed prices. Both parties are bound by this. No commission transactions are made.
2. Block orders are permitted and must be limited when the contract is concluded. The acceptance period may not exceed 12 months.
§ 3 interruption of delivery
1. In the event of force majeure, industrial action and other non-culpable operational disruptions that have lasted more than a week or are likely to last, the delivery period or acceptance period will be extended without further ado by the duration of the hindrance, however at the most by 5 weeks plus subsequent delivery period. The extension only occurs if the other party is immediately informed of the reason for the disability, as soon as it is overlooked that the aforementioned deadline cannot be met.
2. If the delivery or acceptance is not made in time, the other contracting party can withdraw from the contract. However, you must announce this in writing at least two weeks before exercising your right of withdrawal.
3. If the other contracting party was not immediately informed on request that delivery or acceptance would not take place on time and if the hindrance lasted longer than 5 weeks, the other contracting party can withdraw from the contract immediately.
4. Claims for damages are excluded if the respective contracting party has fulfilled its obligations in accordance with Clause 1-3.
§ 4 subsequent delivery period
1. After the delivery period has expired, a subsequent delivery period of 12 days will be set in motion. After the expiry of the subsequent delivery period, the withdrawal from the contract is excluded, with the exclusion of claims for damages.
The withdrawal from the contract according to para. 1 sentence 2 does not occur if the buyer declares to the seller during the subsequent delivery period that he insists on the fulfillment of the contract. However, the seller is released from the delivery obligation if the buyer does not comment on the seller's request within the subsequent delivery period as to whether he insists on the performance of the contract. 2. Fixed transactions are not made. If the parties expressly agree in individual cases that the goods are intended for a specific campaign, a fixed delivery date can be agreed without a grace period. If this delivery date is exceeded, the buyer can demand the reimbursement of special expenses for the ordered goods, but at most in the amount of the purchase price of the ordered goods. Further claims are excluded. The buyer can only reduce the purchase price or withdraw from the contract due to the defectiveness of the promotional goods.
3. If the buyer wants to claim damages instead of the service, he has to set the seller a 4-week deadline, with the threat that he will refuse to fulfill after the deadline. The deadline is calculated from the day on which the buyer's notification is sent by registered mail. This provision applies in the case of no. 1 sentence 2 instead of the withdrawal listed there only if the buyer has received this deadline within the subsequent delivery period.
4. For goods in stock and NOS goods that are ready for dispatch - "never out of stock" - the subsequent delivery period is 5 working days. In the event of non-delivery, the buyer must be informed immediately. Otherwise, the provisions of para. 1 and 3.
5. Claims of the buyer due to late delivery are excluded before the expiry of the subsequent delivery period.
§ 5 notice of defects
1. Notices of defects must be sent to the seller within 12 days of receipt of the goods at the latest.
2. After cutting or otherwise started processing the delivered goods, any complaint about open defects is excluded.
3. Minor, technically unavoidable deviations in quality, color, width, weight, equipment or design may not be objected to. This also applies to deviations customary in the trade, unless the seller has declared a sample-correct delivery in writing.
4. In the event of justified notices of defects, the seller has the right to rectification or delivery of defect-free replacement goods within 12 days after receipt of the goods. In this case, the seller bears the freight costs. If the supplementary performance has failed, the buyer only has the right to reduce the purchase price or to withdraw from the contract.
5. After the expiry of the 4 mentioned period, the buyer can only reduce the purchase price or withdraw from the contract.
6. The buyer must report hidden defects to the seller immediately after their discovery. The buyer can only reduce the purchase price or withdraw from the contract on the basis of the defect notified in good time.
§ 6 claims for damages
Claims for damages are limited to cases of gross negligence and intent and are otherwise excluded.
§ 7 payment
1. The invoice is issued on the day of delivery or provision of the goods. Postponing the due date (value date) is fundamentally excluded.
2. Invoices are payable: within 10 days after invoicing and dispatch of goods with a 2% express account or net from 11th to 30th day after invoicing and dispatch of goods.
3. From the 31st day, default occurs according to § 286 II No. 1 BGB.
4. Changes to the regulation must be announced 3 months in advance.
5. Interest is not granted under any circumstances.
6. Payments are always used to settle the oldest due debt plus the interest on arrears accrued thereon.
7. The post office stamp is decisive for the day the payment is processed. In the case of bank transfers, the day before the seller's bank is credited is the day on which the payment is processed.
§ 8 Payment after the due date
1. For payments after the due date, interest of 8% above the respective base rate of the Deutsche Bundesbank will be charged.
2. Before full payment of due invoice amounts including interest, the seller is not obliged to make any further deliveries from any current contract. The assertion of damage caused by delay remains reserved.
3. In the event of delay in payment by the buyer or in the event of impending insolvency or any other significant deterioration in the financial situation of the buyer, the seller can, after setting a grace period of 12 days for outstanding deliveries from any current contract, cease payment before delivery or withdraw from the contract, or withdraw from the contract Claim damages.
§ 9 method of payment
1. Offsetting against and retention of due invoice amounts is only permitted for undisputed or legally established claims. This also applies in the event of the seller ceasing payment. Other deductions (e.g. postage) are not permitted.
2. Bills of exchange, insofar as they are accepted as payment, are only accepted against reimbursement of the expenses. Bills of exchange and acceptances with a term of more than three months will not be accepted.
§ 10 retention of title
1. The goods remain the property of the seller until full payment of all claims from deliveries of goods from the entire business relationship, including ancillary claims, claims for damages and cashing of checks and bills of exchange. The retention of title also remains if individual claims of the seller are included in a current invoice and the balance is drawn and recognized.
2. If the goods subject to retention of title are combined, mixed or processed by the buyer into a new movable item, this is done for the seller, without this being obliged. Through the connection, mixing or processing, the buyer does not acquire ownership in accordance with §§ 947 ff BGB on the new thing. In the event of connection, mixing or processing with items that do not belong to the seller, the seller acquires co-ownership of the new item according to the ratio of the invoice value of his reserved goods to the total value.
3. If a central regulatory body that takes over the del credere is involved in the business transaction between the seller and the buyer, the seller transfers the ownership when the goods are dispatched to the central regulatory body with the condition precedent of payment of the purchase price by the central regulator. The buyer is only released after payment by the central regulator.
4. The buyer is only entitled to resale or further processing under consideration of the following conditions.
5. The buyer may only sell or process the goods subject to retention of title in the ordinary course of business and provided that his financial situation does not deteriorate sustainably.
6a. The buyer hereby assigns the claim with all ancillary rights from the resale of the reserved goods - including any balance claims - to the seller.
6b. If the goods have been combined, mixed or processed and the seller has acquired co-ownership in the amount of his invoice value, he is entitled to the purchase price claim proportionately to the value of his rights to the goods.
6c. If the buyer has sold the claim within the scope of real factoring, the buyer assigns the claim against the factor that takes its place to the seller and forwards his sales proceeds to the seller in proportion to the value of the seller's rights to the goods. The buyer is obliged to disclose the assignment to the factor if it is more than 10 days past due with the settlement of an invoice or if its financial situation deteriorates significantly.
The seller accepts this assignment.
7. The buyer is authorized as long as he meets his payment obligations to collect the assigned claims. The direct debit authorization expires in the event of late payment by the buyer or in the event of a significant deterioration in the financial situation of the buyer. In this case, the seller is hereby authorized by the buyer to inform the buyers of the assignment and to collect the claims themselves.
For the assertion of the assigned claims, the buyer must provide the necessary information and allow the verification of this information. In particular, he must provide the seller with a precise list of the claims to which he is entitled on request, with the name and address of the customer, the amount of the individual claims, the invoice date, etc.
8. If the value of the security existing for the seller exceeds all of its claims by more than 10%, the seller is obliged to release security at his option upon request of the buyer.
9. Pledging or transfer by way of security of the goods subject to retention of title or the assigned claims are not permitted. The seller is to be informed of seizures immediately, stating the attachment creditor.
10. If the seller takes back the delivery item in the exercise of his retention of title, the contract will only be withdrawn if the seller expressly states this. The seller can satisfy himself by taking back the reserved goods by direct sale.
11. The buyer stores the reserved goods for the seller free of charge. He has them against the usual dangers such as To insure fire, theft and water in the usual scope. The buyer herewith assigns to the seller his claims for compensation, which he is obliged to pay due to damage of the type mentioned above against insurance companies or other replacements, to the amount of the invoice value of the goods. The seller accepts the assignment.
12. All claims as well as rights from the retention of title to all special forms specified in these conditions remain until full exemption from contingent liabilities (check bills that the seller has received in the interest of the buyer. The buyer in principle in the case of sentence 1) allowed, Factori