Terms and Conditions – B2B

General terms and conditions of sale and delivery for trade

These do not apply to end users who order via our online shop; you will find separate terms and conditions for this.

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 for us once we have confirmed them in writing. Contractual terms in our order confirmations that the buyer does not expressly object to in writing 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 condition 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 condition.

If, after sending the order confirmation, we receive knowledge that the financial situation of the buyer does not or no longer makes it appear certain that he will be able to fulfil his payment obligations to us in accordance with the contract, 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 dispatched or delivered on the agreed date due to circumstances for which we are not responsible, the delivery period will be extended accordingly. This also applies if the circumstances occur with our sub-suppliers or material suppliers. We will inform the buyer immediately about the occurrence of the delay and its end.

Partial deliveries are permitted to a reasonable extent.

An over- or under-delivery of up to 10% is permitted, whereby the quantity actually delivered will be invoiced. An under-delivery in the above sense does not entitle the buyer to any claims for non-fulfillment, delay or other legal considerations.

Exceeding agreed delivery periods and dates does not release the buyer from setting us a reasonable grace period for the provision of the service with the declaration 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

If the goods sold are picked up from us, the risk passes to the buyer when they are handed over. If we send the goods at the buyer's request, the risk passes to the buyer when they are handed over to a forwarding agent or freight carrier, but at the latest when they leave our warehouse. The goods will be insured at the buyer's request and expense.

The type and method of dispatch, in particular the choice of 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 if the shipment is delayed at the buyer's instigation or for other reasons within the buyer's control, the goods will be stored by us at the buyer's risk and expense. In this case, our notification of readiness for shipment is equivalent to the shipment of the goods.

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 within 14 days of the invoice date with a 2% discount or within 30 days of receipt of the invoice net; other deductions are excluded.

We will accept bills of exchange as payment by special agreement. Bills of exchange that cannot be discounted will not be considered in this case either.

Bills of exchange and cheques are accepted in all cases subject to final credit. All costs and expenses for discounting bills of exchange as well as the costs of collecting bills of exchange and cheque claims are borne by the buyer.

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

If the buyer defaults on payment, we are entitled to payment of default interest in the amount of the interest we have to pay for current account credit, but in any case in the statutory amount. 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 is excluded unless the counterclaims have been legally established or expressly recognized by us.

7. Retention of title

The goods delivered remain our property until the purchase price and all other invoice amounts arising from the business relationship that are still outstanding at the time of delivery have been paid in full, and when accepting bills of exchange, cheques or similar means of payment until they have been finally credited. The same applies to subsequent payment claims arising from other deliveries and services that are 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 also authorized to collect this claim after the assignment. Our authority to collect the claims ourselves,

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

We have the right to demand that the buyer inform us of the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and inform the debtors of the assignment. If the goods are resold together with others that are not our property, the buyer's claim against his customer shall be deemed to have been 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, insofar as these have not yet been settled, by 20% or more.

If the buyer acts in breach of contract, in particular if payment is delayed, we are entitled to demand the return of the delivered goods without withdrawing from the contract, unless mandatory legal regulations prevent this. Taking back the goods only constitutes a withdrawal from the contract if we declare this in writing.

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

8. Warranty and notification of defects

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

The buyer must inspect the goods for quality, defects and quantity immediately after receipt. If a defect in quality, including guaranteed properties 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 that are not apparent upon receipt must be reported in writing immediately after discovery, but no later than within the statutory warranty period, unless a case of Section 444 of the German Civil Code (BGB) or Section 377 Paragraph 5 of the German Commercial Code (HGB) applies.

Subject to the above reservation, we provide a warranty for defective delivery items or for missing guaranteed properties, excluding any further warranty claims by the buyer, by way of subsequent performance in such a way that we - at our discretion - eliminate the defect or deliver a defect-free item. To eliminate the defect, the buyer must give us the time and opportunity required at our reasonable discretion and make the defective goods available to us; otherwise the warranty claim shall be void.

Insignificant, reasonable deviations in quality, equipment and/or color do not entitle the customer to make a complaint about defects, unless expressly agreed otherwise. In all other respects, the provisions of Section 439 Paragraph 3 of the German Civil Code apply accordingly to the refusal of subsequent performance.

The warranty period (limitation period) is two years and begins with the 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 1 year, for repairs 6 months; however, the warranty period runs at least until the expiry 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 (modification of catalog items, special decors, etc.) remain our property, even if they were created by us at the request of the buyer. If they were given to the buyer, they must be returned to us immediately as soon as the final design of the items in question has been determined. If the order is not placed and/or executed for any reason, the designs must be returned to us no later than 2 weeks after we or the buyer have refused to execute them.

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 when concluding the contract and tortious acts as well as other legal reasons against us and/or our vicarious agents are excluded unless they are based on intent or gross negligence.

We are only liable for direct damage. Liability for claims beyond this, in particular indirect damage, consequential damage and lost profits is excluded to the extent permitted by law. In the event of gross negligence on our part, the buyer's claims, if any, expire 1 year after the risk has passed to him.

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 cheques and bills of exchange, is Erbach.

The place of jurisdiction for all situations arising between the parties is, at our discretion, Michelstadt or Frankfurt am Main, 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 of the delivery transaction be void or become ineffective, this shall not affect the validity of the remaining provisions and of the delivery transaction. The void or ineffective provision shall be replaced by the parties immediately with a valid one that comes closest to 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 accordance with the provisions of the Federal Data Protection Act.

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

Managing Directors: Stephan Koziol, Daniel Koziol, Thorsten Muntermann