Terms and Conditions – B2B

General Terms and Conditions of Sale and Delivery for Trade

These do not apply to end consumers who order through our online shop; you will find separate terms and conditions for these.

The following terms and conditions of sale and delivery apply to all contracts for deliveries and services provided by us, unless special agreements are made in individual cases. In addition, the statutory provisions apply.

Any deviating general terms and conditions of the buyer shall only apply if we expressly confirm their validity in the individual case.

1. Offers

Our offers are always subject to change. Orders, contracts, and other agreements only become binding upon our written confirmation. Contractual terms and conditions in our order confirmations, unless expressly objected to in writing by the buyer, are deemed to be accepted.

We reserve the right to make the acceptance and execution of orders dependent on advance payment of the purchase price by the buyer, or to collect the purchase price cash on delivery. A corresponding payment term will be included in our order confirmation and will become legally binding upon receipt by the customer, subject to the customer's right to withdraw from the order within one week of receipt due to this payment term.

If, after sending the order confirmation, we become aware that the financial situation of the buyer does not or no longer appears to guarantee the contractual fulfilment of his payment obligations to us, we are also entitled to make delivery dependent on advance payment of the purchase price or to collect the purchase price cash on delivery and - if payment is not made - to withdraw from the contract.

2. Delivery dates, scope of delivery and delivery delays

If the ordered or sold goods cannot be shipped or delivered by the agreed date due to circumstances beyond our control, the delivery period shall be extended accordingly. This also applies if the circumstances occur with our subcontractors or material suppliers. We will notify the buyer immediately of the occurrence and end of the delay.

Partial deliveries are permitted to a reasonable extent.

Over- or under-delivery of up to 10% is permissible, whereby the actual quantity delivered will be invoiced. Under-delivery as defined above does not entitle the buyer to any claims for non-performance, delay, or other legal considerations.

Exceeding agreed delivery periods and dates does not release the buyer from the obligation to grant us a reasonable grace period for the performance of the service, stating that he will refuse delivery after the expiry of this grace period if he wishes to withdraw from the contract or claim damages for non-performance.

We shall not be in default, and the agreed delivery periods shall be extended accordingly if and as long as the Buyer is in default with his obligations to consideration, cooperation and/or deliveries.

3. Transfer of risk

In the case of collection of the sold goods from us, the risk passes upon handover. If we ship the goods at the buyer's request, the risk passes to the buyer upon handover to a freight forwarder or carrier, but no later than upon leaving our warehouse. The goods will be insured at the buyer's request and expense.

The manner of dispatch, in particular the choice of the dispatch route and means of dispatch, are at our discretion unless otherwise expressly agreed.

If the goods are not accepted by the buyer on the delivery date and/or shipment is delayed at the buyer's request or for other reasons within the buyer's control, the goods shall be stored by us at the buyer's risk and expense. In this case, our notification of readiness for shipment shall be deemed to have been dispatched.

4. Packaging

Unless otherwise contractually agreed, we will charge separately for packaging, both for the packaging of the individual purchased item and for the collective packaging.

5. Prices

Our prices are exclusive of applicable VAT.

6. Payment

Unless otherwise agreed, our invoices are payable immediately and net; other deductions are excluded.

We will accept bills of exchange as payment by special agreement. Non-discountable bills of exchange will not be considered in this case either.

Bills of exchange and checks are accepted subject to final credit. All costs and expenses associated with discounting bills of exchange, as well as the costs of collecting bills of exchange and checks, are borne by the buyer.

Our travelers and other representatives are only authorized to accept any form of payment or alternative payment methods if they have been granted a written collection authorization; the buyer must obtain the collection authorization from them.

In the event of default by the buyer, we are entitled to payment of default interest in the amount of the current account interest we are required to pay, but in any case at the statutory rate. We reserve the right to assert further claims for damages.

Set-off against counterclaims of the buyer and the assertion of a right of retention due to such counterclaims are excluded unless the counterclaims have been legally established or expressly acknowledged by us.

7. Retention of title

The delivered goods remain our property until full payment of the purchase price and all other invoice amounts arising from the business relationship and still outstanding at the time of delivery, and in the case of acceptance of bills of exchange, checks, or similar means of payment, until their final credit. The same applies to subsequent payment claims arising from other deliveries and services related to the previous delivery, provided that at the time of these deliveries or services, payment for the previous delivery has not yet been made or has not been made in full. This also applies if individual or all claims to which we are entitled have been included in a current invoice and the balance has been drawn and acknowledged.

The buyer is entitled to resell the goods in the ordinary course of business. However, he hereby assigns to us all claims arising from the resale against his customer or against third parties, regardless of whether the goods delivered by us are resold without or after processing. The buyer is authorized to collect this claim even after the assignment. Our authority to collect the claims ourselves

remains unaffected; however, we undertake not to collect the claims as long as the buyer duly meets his payment obligations to us.

We have the right to demand that the buyer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors of the assignment. If the goods are resold together with other goods that are not our property, the buyer's claim against its customer shall be deemed assigned in the amount of the delivery price agreed between us and the buyer. We undertake to release the securities to which we are entitled to the extent that their value exceeds the claims to be secured, to the extent that these have not yet been settled, by 20% or more.

In the event of a breach of contract by the buyer, particularly in the event of late payment, we are entitled to demand the return of the delivered goods without withdrawing from the contract, unless mandatory statutory provisions prevent this. Taking back the goods shall only constitute a withdrawal from the contract if we declare this in writing.

The buyer undertakes to notify us immediately of any seizures or other interventions by third parties and to inform the persons carrying out the seizure or other interventions and the enforcement officers of our ownership.

8. Warranty and notification of defects

We are liable for defects in the delivered goods, excluding any further claims, as follows:

The buyer must inspect the goods immediately upon receipt for quality, defects, and quantity. If a defect in quality, including warranted characteristics, and/or a deviation in quantity is discovered, the buyer must notify us immediately. Obvious defects must be reported in writing within one week. Defects not apparent upon receipt must be reported in writing immediately upon discovery, and at the latest within the statutory warranty period, unless a case applies under Section 444 of the German Civil Code (BGB) or Section 377 Paragraph 5 of the German Commercial Code (HGB).

Subject to the above reservation, we provide a warranty for defective delivery items or for items lacking guaranteed characteristics, excluding any further warranty claims by the buyer, by way of subsequent performance in such a way that we – at our discretion – remedy the defect or deliver a defect-free item. The buyer must grant us the time and opportunity reasonably necessary to remedy the defect and make the defective goods available to us; otherwise, the warranty claim shall be void.

Minor, reasonable deviations in quality, features, and/or color do not entitle the buyer to make a complaint unless expressly agreed otherwise. Furthermore, the provisions of Section 439, Paragraph 3 of the German Civil Code (BGB) apply accordingly to the refusal of subsequent performance.

The warranty period (limitation period) is two years and begins upon delivery of the goods. We are liable for replacement deliveries and repairs to the same extent as for the original delivery item; the warranty period (limitation period) for replacement deliveries is one year, and for repairs, six months. However, the warranty period runs at least until the expiration of the warranty period for the original delivery items.

If the repair or replacement delivery fails despite setting a reasonable grace period, the buyer reserves the right to demand cancellation of the contract with regard to the defective delivery items.

9. Custom-made products and designs

Designs that we create for the development of a new item for the buyer or in connection with the production of special series for the buyer (modifications of catalog items, special decors, etc.) remain our property, even if they were created by us at the buyer's request. If they were provided to the buyer, they must be returned to us immediately once the final design of the items in question has been determined. If, for any reason, the order is not placed and/or executed, the designs must be returned to us no later than two weeks after we or the buyer reject the execution.

We reserve all rights to our designs, in particular copyright and exploitation rights.

10. Limitation of Liability

Claims for damages arising from impossibility of performance, delay, positive breach of contract, fault upon conclusion of the contract and tortious acts as well as from other legal reasons against us and/or our vicarious agents or vicarious agents are excluded unless they are based on intent or gross negligence.

We are only liable for direct damages. Liability for any further claims, in particular indirect damages, consequential damages, and lost profits, is excluded to the extent permitted by law. In the event of gross negligence on our part, any claims of the buyer, if any, shall expire one year after the transfer of risk to the buyer.

11. Place of performance, place of jurisdiction

The place of performance for our services and those of the buyer, in particular for payments by the buyer including checks and bills of exchange, is Erbach.

The place of jurisdiction for all situations arising between the parties shall be Michelstadt or Frankfurt am Main, at our discretion, provided that the buyer is a registered merchant, a legal entity under public law or a special fund under public law.

12. Applicable law, effectiveness clause, data use

The relationship between the parties shall be governed exclusively by the law of the Federal Republic of Germany, excluding the Hague Convention on Contracts for the International Sale of Goods.

Should individual provisions of these Terms and Conditions or the delivery contract be void or become ineffective, this shall not affect the validity of the remaining provisions and the delivery contract. The parties shall immediately replace the void or ineffective provision with a valid one that most closely approximates the economic purpose of the void or ineffective provision.

We are entitled to process the data about the buyer received in connection with the business relationship or in connection with it in accordance with the provisions of the Federal Data Protection Act.

koziol »ideas for friends GmbH . Darmstadt District Court HRB 70326

Managing Directors: Stephan Koziol, Daniel Koziol, Thorsten Muntermann