sales and delivery conditions

Upload: oasis-floral-eu

Post on 03-Mar-2018

217 views

Category:

Documents


0 download

TRANSCRIPT

  • 7/26/2019 Sales and Delivery Conditions

    1/2

    SALES AND DELIVERY CONDITIONS

    1. GeneralWe exclusively provide deliveries on the basis of our Sales and DeliveryConditions, which also apply to all future transactions with the buyer. We do notrecognize any conditions from the buyer that conflict with or deviate from ourSales and Delivery Conditions unless we have explicitly acknowledged theirvalidity in writing. Our Sales and Delivery Conditions apply even if we provide adelivery to the buyer without reservations despite our awareness of conflictingconditions from the buyer.

    All agreements made between us and the buyer in order to execute this Contractare established in this Contract in writing. Any verbal side agreements,assurances, modifications to the Contract or to these conditions must beapproved by us in writing in order to be valid.Data shall be saved electronically for the purpose of processing orders.

    2. BidsAll bids that we provide are subject to change. Samples are considered non-binding examples for review. Any descriptions and provided dimensions areapproximate.If an order is considered a bid as per 145 BGB [German Civil Code], we canaccept it within four weeks.

    3. Delivery conditions

    Delivery dates, whether established by the buyer or by us, shall be consideredapproximate and non-binding. Any delays in delivery shall not entitle the buyer todamage compensation. In the event of a delay in delivery, we must be grantedan appropriate grace period.If the buyer sets an appropriate grace period for us after we are already in default,with a threat of refusal, the buyer is entitled to withdraw from the Contract if the

    grace period elapses without result. The buyer may only assert damagecompensation claims due to non-fulfillment in the amount of the foreseeabledamages if the default was due to intent or gross negligence. For the rest, thedamage compensation liability shall be limited to 50% of the damage thatoccurred. The above liability regulation shall not apply if a commercial fixed-datetransaction was explicitly agreed.Partial deliveries are fundamentally permitted. Partial deliveries are consideredindependent transactions. Any differences resulting from these shall not suspendthe unfulfilled portion of the purchase agreement. Minimum-quantity surcharge:for a net goods value below 100, we charge a 10% minimum-quantity surcharge.

    4. ShippingThe buyer shall bear all costs and risks associated with transporting the goodsex works or ex Grnstadt warehouse to the delivery location. If the buyer explicitlyrequests a special shipping method or transport insurance, we will invoice anyadditional costs. If the buyer does not give us special shipping requirements, weshall choose the shipping method at our discretion.

    5. Payment conditionsOnline transactions: Payments take place exclusively in advance. Shipments aresent as soon as the invoice amount is received in our account, with reference tothe invoice number.General: Our invoices must be paid free of postal charges and other expenses,within 14 days of the invoice date at a 2% discount or in full within 30 days of theinvoice date.We grant a 3% discount for direct debit authorizations.If deadlines are exceeded, we charge interest of 0.67% per month and aprocessing fee of 10.00 per receipt. Furthermore, all outstanding receivablesthat have not yet fallen due shall be payable immediately in full. Bills of exchangeshall only be accepted by prior agreement. The acceptance of bills of exchangeis not considered an extension; such acceptance shall not take place in lieu offulfillment. All costs resulting from accepting bills of exchange shall be borne bythe buyer.The buyer shall only have offsetting rights if the buyers counterclaims have beenlegally established, are undisputed or acknowledged by us. In addition, the buyeris authorized to exercise a retention right to the extent that the counterclaim isbased on the same contractual relationship.

    6. PricesAll prices are net plus packaging, without any additional discounts. The statutoryvalue added tax is indicated and charged at the applicable rate as of the timewhen the invoice is issued.Online transactions: as of a net value of 80.00 per order, we deliver free ofcharge within Germany, in other words at our own expense. This cost regulationdoes not affect the regulation on bearing risk as per Point 4 of these Conditions.General: as of a net goods value of 1500.00 per order, we deliver free of chargewithin Germany, in other words at our own expense. This cost regulation doesnot affect the regulation on bearing risk as per Point 4 of these Conditions.In the event of continuing obligations or deliveries that are agreed more than onemonth in advance, we reserve the right to charge the applicable prices as of thedelivery date if our purchase prices or manufacturing costs have changed.

    7. Cancellation rightWe shall be released from our delivery obligations if there are doubts with regardto the buyers creditworthiness, for instance due to a contested check or bill ofexchange or third-party complaints. The same shall apply if the buyer is in defaultwith payments from earlier deliveries. In the event of a non-culpable deliveryinterruption, we are entitled to extend the delivery period. Alternatively, we canalso adjust the delivery quantities unless the buyer demonstrably has no interestin partial deliveries. In the event that raw materials become significantly moreexpensive, we can cancel the confirmed order. The buyer cannot assert anydamage compensation claims as a result of this.

    8. Warranty for defectsWe shall provide a warranty for recognizable and hidden defects within 12 monthsafter the goods are received at the destination by way of supplementaryperformance, either by eliminating the defect (rectification) or by delivering adefect-free item (replacement delivery) at our discretion.

    If the supplementary performance has failed or if a grace period for supplementaryperformance set by the buyer has lapsed without result or is not required by law,the buyer can withdraw from the purchase contract or reduce the purchase price.However, there is no withdrawal right in the event of an insignificant defect. Claimsby the buyer for damage compensation and/or compensation for fruitlessexpenditures shall only exist as per Point 9, and are otherwise excluded.

    The buyers defect claims require the buyer to have fulfilled the statutoryinspection and complaint obligations ( 377, 381 HGB). If a defect is found duringthe inspection or later, we must be informed of this in writing immediately, but atthe latest within 5 business days; the timely posting of such notice is consideredsufficient to meet this deadline. If the buyer fails to properly perform the inspectionand/or report the defect, our liability for the unreported defect is excluded.

    We are entitled to make the supplementary performance that we owe dependentupon whether the buyer has paid the purchase price owed. However, the buyermay retain a portion of the purchase price that corresponds to the amount of thedefect.

    The special statutory provisions for final delivery of the goods to a consumer(supplier regress as per 478, 479 BGB) remain unaffected hereby.

    9. Other liabilityUnless otherwise established in these Purchase and Delivery Conditions, we areliable according to the applicable statutory provisions in the event of a violation of

    contractual or non-contractual obligations. We are liable for damagecompensation regardless of legal grounds in the event of intent and grossnegligence. In the event of simple negligence, we are only liable

    a) for damages resulting from a loss of life, bodily damage or damages tohealth.

    b) for damages resulting from a violation of a significant contractualobligation; in this case, however, our liability is limited to compensation forthe foreseeable, typically occurring damage.

    The liability limitations listed in Point 9 shall not apply if we fraudulently concealeda defect or assumed a guarantee for the condition of the goods. They also do notapply to claims based on the Product Liability Act.The buyer can only withdraw from or terminate the contract for violations ofobligations other than a defect if we are responsible for the violation of theobligation. The buyers free termination right is hereby excluded. For the rest, thestatutory requirements and legal consequences shall apply.

    10. Force majeureEvents of force majeure, operational disruptions on our side or in our suppliersplants, official orders, mobilization, war, blockades, uprisings, strikes, lockouts,currency devaluation and comparable circumstances shall entitle us to extend thedelivery period and if the disruptions will last for an indefinite period to cancelthe confirmed order; the buyer cannot derive any damage compensation claimsfrom this.

    11. ExchangeAn exchange can only take place as an exception, by mutual agreement. Thereturned goods must be in fault-free, sales-ready condition. Any shipping orpostal costs as well as costs for new packaging shall fundamentally be borne bythe buyer. In the event that goods are accepted for return out of goodwill,processing fees totaling 10% of the purchase price shall be payable in additionto the applicable costs of the new packaging.

    12. Reservation of titl e

    We shall reserve the title to the purchased item until all payments from thebusiness relationship with the buyer have been received. In the event of non-contractual conduct by the buyer, particularly payment defaults, we are entitledto take back the purchased item; this shall not constitute a cancellation of the

    contract. However, if we pledge the purchased item, this shall always constitutea cancellation of the contract. After taking back the purchased item, we areentitled to utilize it. Proceeds from such utilization shall be offset against thebuyers liabilities minus appropriate utilization costs.The buyer must treat the purchased item with care. In the event of pledging orother interference by third parties, the buyer must inform us of this immediatelyin writing. If the third party is unable to compensate us for the judicial andextrajudicial costs of third-party proceedings, the buyer shall be liable for anyshortfall we incur.The buyer is entitled to resell the purchased item in the proper course of business,whether it is processed or unprocessed. However, the buyer hereby assigns tous in advance all receivables in the amount of the final bill (including value addedtax) that the buyer is owed by its customers or third parties in the event of a resale.

    As long as the buyer fulfills the payment obligations toward us, the buyer isentitled to collect the assigned receivables. This shall not affect our authorizationto collect receivables. However, we hereby agree not to collect the receivablesas long as the buyer is fulfilling the payment obligations from the collectedearnings and is not in default with payments, and particularly as long as norequests have been made to initiate bankruptcy or insolvency proceedings andpayments have not been suspended. If this is the case, however, we can ask thebuyer to inform us of the assigned receivables and their debtors, to provide allinformation necessary to collect these, to hand over the associateddocumentation, and to inform the debtors of the assignment. If the goods areirrevocably mixed or combined with other items not belonging to us, we shallobtain co-ownership of the new item according to the value of the purchased itemin relation to the other mixed items at the time of the mixing or combination. The

  • 7/26/2019 Sales and Delivery Conditions

    2/2

    buyer hereby assigns ownership rights or co-ownership rights to us in advance.The possibility of obtaining processing ownership while the reservation of titleapplies is excluded as per 950 BGB. We hereby agree to release the securitiesto which we are entitled at the buyers request, to the extent that the value of oursecurities exceeds the receivables to be secured by more than 20%. The choiceof securities to be released shall be at our discretion.

    13. Place of fulfillm ent and place of jurisdictionThe place of fulfillment for all obligations arising from the contractual relationship,as well as the place of jurisdiction for all legal disputes, including in the context ofan exchange or check process, shall be Grnstadt as long as the buyer is anentrepreneur, merchant, legal entity under public law or special fund under publiclaw.

    14. Applicable lawThe laws of the Federal Republic of Germany shall apply exclusively. The UnitedNations Convention on Contracts for the International Sale of Goods (CISG) andother international regulations shall not apply.

    15. Severabili ty clauseIf any provision of these Sales and Delivery Conditions should be invalid, thisshall not affect the validity of the remaining provisions.