TERMS
BLANKET CONDITIONS
Terms and Conditions of Sale, Delivery and Payment
- General
1.1. Our Terms and Conditions of Sale, Delivery and Payment (hereinafter abbreviated as "VLZ") apply to all current and future orders by the contractual partner of goods with us and to the delivery, delivery and payment of such goods, unless expressly agreed otherwise.
1.2. Terms and conditions of the contractual partner that contradict our VLZ shall not apply to the legal transactions concluded with the latter. At the same time, we hereby expressly object to these with reference to Section 1.1 of this VLZ.
1.3. If we do not make use of the rights to which we are entitled in an individual case, this does not imply a waiver of these rights for the future.
1.4. The sale will be made exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and public corporations as well as foundation assets under public law. With his appointment, the contractual partner declares that he is an entrepreneur or that the transaction is carried out for a public corporation or such foundation assets.
- Conclusion
2.1. Our offers are non-binding.
2.2. The contract is concluded by our confirmation of the order by means of distance communication within the meaning of § 312b BGB (acceptance) or by delivery within three weeks from the date of receipt of the order.
2.3. The object of the contract is exclusively the product sold with the properties and characteristics as well as the intended use in accordance with the product description provided by us. All information about dimensions, weights, descriptions and illustrations in catalogues, other product descriptions or documents – including in electronic form – that are related to the goods or to our offers serve only to describe the products and are not to be understood as an indication of quality, as an assurance of a quality, as an assurance of a property or as a provision of a guarantee. Other or more extensive properties and/or features or a purpose of use beyond this requires our express confirmation.
2.4. Timely and proper self-delivery is reserved.
2.5. For orders with a value of less than 50.00 euros per delivery address, we will charge a surcharge of 15.00 euros for small quantities. The value of the goods is the pure article price without shipping costs. This surcharge will be listed separately in the invoice.
- Prices
3.1. The sale of our products takes place exclusively from the company's registered office in accordance with the applicable net
Prices plus VAT, unless otherwise agreed with us in writing or text.
3.2. Prices confirmed by us are only valid upon acceptance of the confirmed quantity of goods.
3.3. In the case of transactions with entrepreneurs, the list prices valid on the day of delivery generally apply.
3.4. In the case of transactions with entrepreneurs, we are entitled to change the prices if the conditions relevant to the agreed price have changed or the supplier has justifiably demonstrably increased its prices subsequently.
3.5. We charge for the packaging at cost price, but do not take it back.
- Delivery and Assumption of Risk
4.1. Partial deliveries are permissible.
4.2. Delivery periods or delivery dates are non-binding and are always foreseeable, even if this is not specifically mentioned. A claim to delivery by the latest
does not exist. We shall only be in default of delivery if we receive a written reminder from the contractual partner and set a reasonable deadline. Other rights of the contractual partner other than withdrawal after a reasonable deadline, in particular claims for compensation for damage caused by delay, are excluded, unless the non-compliance with the deadline set for us has been caused by gross negligence or intent on our part.
4.3. Delivery in the delivery area is carried out by a company commissioned by us. The risk shall pass to the contractual partner, even if the delivery is carriage-paid, as soon as we have handed over the item to the commissioned company for delivery. The same applies in the event of delivery by us. Return deliveries are also made at the risk and expense of the contractual partner.
4.4. If the Contracting Party has given us a special instruction regarding the manner of dispatch and we deviate from this without urgent reason, we shall be liable to the Contracting Party for any resulting damage.
4.5. If we ship the goods to a third party at the request of the Contracting Party, the transport risks as well as the risk of timely delivery shall be borne by the Contracting Party even if the transport to the Contracting Party's place of delivery would be carriage-free.
4.6. The conclusion of insurance, in particular transport insurance, is the responsibility of the contractual partner. Upon written request and at the expense of the customer, we insure the goods against transport damage.
4.7. We select packaging, shipping method and route at our due discretion.
4.8. In the event of a merely negligent breach of duty by us or by our vicarious agents, our liability is limited in all conceivable cases to the foreseeable damage typical for the contract.
4.9. In the case of deliveries of products with finishing (e.g. emblems, embroidery, company logos, printing, etc.), over- or under-deliveries of up to 10% of the ordered edition cannot be objected to. They do not constitute a defect. The quantity delivered is calculated.
- Obstacles to performance
5.1. The conclusion of the contract is subject to the necessary import and export licenses as well as other necessary official approvals.
5.2. In the event of force majeure as well as in circumstances in which we have not acted intentionally or through gross negligence, in particular in cases in which we ourselves have not been supplied by our supplier despite timely ordering, we are entitled to postpone the delivery until the expiry of a reasonable period of time after the impossibility or inability has been eliminated or to withdraw from the contract in whole or in part, without our contractual partner having any rights against us. If the obstruction lasts longer than three months, our contractual partner is entitled to withdraw from the contract with regard to the part that has not yet been fulfilled after setting a reasonable grace period. Further claims, in particular for damages, are excluded, unless we are responsible for gross negligence or intent.
- Payment, due date, default, set-off, retention
6.1. Our invoices are due immediately and must be paid without deduction within 30 days of the invoice date, unless otherwise agreed.
6.2. If payment is made within 10 days of the invoice date, we will grant a 2% discount if all previous invoices have been settled.
6.3. The acceptance of the payment method chosen by the Contracting Party is subject to a
Credit check of the contractual partner. We are entitled to check the creditworthiness of the contractual partner before delivery and to use credit agencies, such as Creditreform, Creditsafe or Schufa, or other credit agencies in Germany or in the country in which the customer is based. We also make use of various pools of payment experiences, such as those from Creditreform, Bisnode or Creditsafe, provide payment experiences of our contractual partners into these pools and also use this data for credit checks and risk assessments. If the credit check does not lead to a satisfactory result, we are entitled to make the delivery to the contractual partner only against advance payment. We will inform our contractual partner of this immediately. In the case of delivery against advance payment, bill of exchange acceptance is excluded.
6.4. We do not accept bills of exchange for invoiced amounts, cheques only for the sake of performance.
6.5. Payment other than cash has only been made on the day on which we become aware that we can actually dispose of the amount. We are not responsible for the timely presentation of cheques.
6.6. Default of payment occurs without reminder after 30 days from receipt of the invoice. Subject to further claims, we are entitled to charge a lump sum of 5.00 euros for each reminder.
6.7. In the event of default, all outstanding claims are due for payment immediately without any deduction.
6.8. We are entitled to charge default interest of 9% above the base interest rate.
6.9. If the Contracting Party fails to pay an invoice amount when it is due or is in default with the acceptance of the goods, or if cheques issued by the Contracting Party on account of payment are not cashed, or if other facts become known after the submission of an offer or the conclusion of the contract which cast doubt on the creditworthiness or willingness to pay of the Contracting Party or that of a party to the cheque or bill of exchange, we shall be liable to pay the creditworthiness or willingness to pay of the Contracting Party or that of a party to the cheque or bill of exchange after setting a deadline of two weeks after of our choice to withdraw from the contract or to demand damages instead of performance and also to demand immediate payment of all outstanding invoices.
- Ownership
7.1. We reserve ownership of all goods delivered by us until full payment of all claims arising from the business relationship in the future, regardless of the legal grounds, even if a purchase price is paid for certain specified deliveries. In the case of a current invoice, the reserved property is considered to be security for the balance claim.
7.2. The Contracting Party shall be entitled to dispose of the goods in the course of the orderly course of business. He is entitled and authorised to resell the goods subject to retention of title only with the proviso that:
– the Contracting Party makes the written reservation to its customer that the
property is only transferred to his customer upon full payment to us, and
– the amounts collected are kept in custody and paid out to us immediately. Already with this
our contractual partner recognises its claim from the resale of the goods subject to retention of title against
customers to us. We accept this assignment now.
7.3. As long as the contractual partner fulfils his payment obligation to us, he is authorised to collect the claims assigned to us in advance. However, this right to collect can be revoked at any time without giving reasons.
7.4. At our request, the Contracting Party shall be obliged to name its debtors and to disclose the claims to which it is entitled.
7.5. We are entitled to demand the immediate surrender of our goods in the event of default of payment or due date. The contractual partner is obliged to store the goods subject to retention of title separately from other goods, to mark our property and to refrain from any disposal. He must immediately discard any goods subject to retention of title in his possession at our request. Our contractual partner is also obliged to notify us immediately in writing or in text of any seizure of our property or any other impairment of our property and/or our claim rights.
7.6. We are entitled to dispose of reserved goods in the event of default of payment by our contractual partner directly and without prior threat of sale or auction. We are also entitled to take back the goods at our own disposal against credit of the invoice amount minus 30% lump-sum damages. The contractual partner and we reserve the right to prove a lesser or higher damage.
7.7. The assertion of the retention of title as well as the seizure of the delivery item by us shall not be deemed to be a withdrawal from the contract.
7.8. We are entitled to demand information from the Contractual Partner at any time about the whereabouts of the delivered goods, to inspect the business premises of the Contractual Partner at any time for the purpose of checking this information and to inspect the Contracting Party's books. The contractual partner already allows us irrevocably access to its business premises.
7.9. If the value of the collateral available to us exceeds our claim by more than 20% in total, we shall be obliged, at the request of the contractual partner, to release the additional collateral, insofar at our discretion.
7.10. If an application for the initiation of insolvency proceedings is filed against the contractual partner, we are entitled to withdraw from the purchase contract. Our obligation to deliver expires and if delivery has already been made, our contractual partner must already point out our retention of title and the assignment of claims during the application procedure.
- Product liability
8.1. Our products are predominantly natural products or their processing. If our products are only intended for professional use (commercial or industrial) or the leisure sector, they may only be used there. They are not suitable for any other use and we do not assume any liability in this respect.
8.2. Upon request, our contractual partners will receive all information available to us about the goods we sell. If the contractual partner wants to sell the products purchased from us in the retail trade, he must inform himself in advance from us whether the retail trade has information regarding the unrestricted usability of the products by end consumers. On request, we will provide our contractual partner with comprehensive information about the suitability of the products.
8.3. We do not assume any liability for damages caused by non-compliance with the above information obligations of our contractual partner.
- Warranty
9.1. The recipient of the goods is obliged to check them immediately upon receipt for completeness and obvious damage. Incompleteness and/or obvious damage must be complained to us in writing or in text within 5 working days of receipt of the goods at the latest. Otherwise, our liability lapses. In the event of obvious and timely complaints, as well as in the case of non-obvious complaints and within the scope of the
statutory warranty period, initially only the rights regulated below. This provision does not affect the allocation of the burden of proof for the existence of a defect.
9.2. By negotiating notices of defects, we do not waive the objection that the notice of defects was not timely or insufficient.
9.3. If the delivered goods have been changed in any way, all warranty claims expire, unless the change is solely due to the contractual use of the goods. The contractual partner bears the risk that in these cases of subsequent modification of the goods, e.g. by printing and/or embroidery, any certification will lose its validity.
9.4. Customary or technically unavoidable minor deviations with regard to the assortment, quality, colour, width, weight, equipment or design of the goods do not constitute a claim to warranty.
9.5. If a notice of defects is justified, we shall at our discretion carry out rectification or subsequent delivery of a defect-free item (supplementary performance) within a reasonable period of time. If the supplementary performance fails or if we cannot reasonably be expected to perform the supplementary performance, the contractual partner is entitled to reduce or withdraw from the contract in the same way as we do. Claims for damages and/or claims for reimbursement of expenses are excluded, unless we are responsible for intent or gross negligence due to the failure of subsequent performance.
9.6. The contractual partner is not entitled to return complained goods to us. Rather, we collect them within a reasonable period of time after the complaint has been made at our risk and expense. We are entitled to review the complaint on site. In the event that this has been wrongly levied, our obligation to take back does not apply. The costs for travel are to be reimbursed. If, after taking back the goods, it turns out during inspection by us that the notice of defects is not justified, we will return the goods. We are entitled to demand payment of the transport costs incurred by us for the return and the costs of the new delivery before the return delivery. For the review and processing of the notice of defects, we can claim a fee of 10% of the net value of the goods, but at least of 25.00 euros, whereby our contractual partner reserves the right to prove a lesser damage. We are not obliged to return the goods before payment is settled. This does not affect our claim to payment of the purchase price.
9.7. Recourse claims by our contractual partner (§ 478 BGB) are excluded if our contractual partner has not complied with its obligation to make an immediate complaint pursuant to § 377 HGB or has not complied with it in a timely manner.
9.8. We shall compensate for the necessary and proven costs of subsequent performance, which our contractual partner has incurred due to its own claims by its customer.
9.9. If the contractual partner nevertheless sends the goods back to us contrary to these VLZ on the basis of a notice of defects, we are entitled to refuse to accept the goods. Furthermore, we are entitled to inspect the goods in the event of acceptance of them. If it turns out that the notice of defects is unjustified, we are entitled to charge the costs of the inspection to the contractual partner in addition to the costs of the return delivery and to assert the return delivery from the previous settlement of this invoice - without prejudice to further claims - on our part.
- Distribution, Copyright
10.1. In the event that our contractual partner resells the goods, he undertakes to only advertise the contractual products in an appropriate form. The contractual partner is informed that incorrect property-related advertising can lead to warranty claims. The contractual partner hereby undertakes to indemnify us from the consequences of such advertising and to compensate us for the damage caused to us by the breach of this obligation.
10.2. The above obligation does not apply if images and texts provided by us are used for advertising with our express prior written or textual consent.
10.3. We are entitled to the copyright and all copyrights to our provided advertising material as well as to our catalogue or parts thereof (in particular illustrations). Only with our prior express written or textual consent is our contractual partner entitled to use it, without having independent rights to the advertising material. The consent given by us can be revoked by us at any time and without giving reasons. Claims for damages by the contractual partner in this case are excluded.
- Prescription
11.1. All warranty claims of the contractual partner, including any claims for damages and claims for reimbursement of expenses, shall become statute-barred one year after delivery of the goods at the agreed destination.
11.2. This provision does not apply to claims arising from the Product Liability Act.
- Information storage
The contractual partner expressly agrees that we may store and process his data by computer, insofar as this is necessary for business purposes and permissible within the framework of the Federal Data Protection Act.
- Other
13.1. All contracts concluded with our contractual partner shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
13.2. These TCs are valid from the date of notification and replace all previously valid TCs. For legal transactions previously concluded under the preceding VLZ, the preceding VLZ shall continue to apply.
13.3. The place of performance for the delivery and the obligations of the contractual partner is our company headquarters.
13.4. The place of jurisdiction for both parties is, insofar as the dispute relates to a legal relationship under these VLZ, Hanover; the competent court, depending on the amount in dispute, is the Hanover Local Court.
13.5. Any nullity or ineffectiveness of any of the above provisions shall not affect the validity of the remaining provisions.
Hanover, 26 January 2024