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SALES AND DELIVERY CONDITIONS

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General
We exclusively provide deliveries on the basis of our Sales and Delivery
Conditions, which also apply to all future transactions with the buyer. We do not
recognize any conditions from the buyer that conflict with or deviate from our
Sales and Delivery Conditions unless we have explicitly acknowledged their
validity in writing. Our Sales and Delivery Conditions apply even if we provide a
delivery to the buyer without reservations despite our awareness of conflicting
conditions from the buyer.
All agreements made between us and the buyer in order to execute this Contract
are established in this Contract in writing. Any verbal side agreements,
assurances, modifications to the Contract or to these conditions must be
approved by us in writing in order to be valid.
Data shall be saved electronically for the purpose of processing orders.

If the supplementary performance has failed or if a grace period for supplementary


performance 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. Claims
by the buyer for damage compensation and/or compensation for fruitless
expenditures shall only exist as per Point 9, and are otherwise excluded.
The buyers defect claims require the buyer to have fulfilled the statutory
inspection and complaint obligations ( 377, 381 HGB). If a defect is found during
the inspection or later, we must be informed of this in writing immediately, but at
the latest within 5 business days; the timely posting of such notice is considered
sufficient to meet this deadline. If the buyer fails to properly perform the inspection
and/or report the defect, our liability for the unreported defect is excluded.

Bids
All bids that we provide are subject to change. Samples are considered nonbinding examples for review. Any descriptions and provided dimensions are
approximate.
If an order is considered a bid as per 145 BGB [German Civil Code], we can
accept it within four weeks.
Delivery conditions
Delivery dates, whether established by the buyer or by us, shall be considered
approximate and non-binding. Any delays in delivery shall not entitle the buyer to
damage compensation. In the event of a delay in delivery, we must be granted
an 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 damage
compensation claims due to non-fulfillment in the amount of the foreseeable
damages if the default was due to intent or gross negligence. For the rest, the
damage compensation liability shall be limited to 50% of the damage that
occurred. The above liability regulation shall not apply if a commercial fixed-date
transaction was explicitly agreed.
Partial deliveries are fundamentally permitted. Partial deliveries are considered
independent transactions. Any differences resulting from these shall not suspend
the unfulfilled portion of the purchase agreement. Minimum-quantity surcharge:
for a net goods value below 100, we charge a 10% minimum-quantity surcharge.
Shipping
The buyer shall bear all costs and risks associated with transporting the goods
ex works or ex Grnstadt warehouse to the delivery location. If the buyer explicitly
requests a special shipping method or transport insurance, we will invoice any
additional costs. If the buyer does not give us special shipping requirements, we
shall choose the shipping method at our discretion.
Payment conditions
Online transactions: Payments take place exclusively in advance. Shipments are
sent as soon as the invoice amount is received in our account, with reference to
the 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 the
invoice date.
We grant a 3% discount for direct debit authorizations.
If deadlines are exceeded, we charge interest of 0.67% per month and a
processing fee of 10.00 per receipt. Furthermore, all outstanding receivables
that have not yet fallen due shall be payable immediately in full. Bills of exchange
shall only be accepted by prior agreement. The acceptance of bills of exchange
is not considered an extension; such acceptance shall not take place in lieu of
fulfillment. All costs resulting from accepting bills of exchange shall be borne by
the buyer.
The buyer shall only have offsetting rights if the buyers counterclaims have been
legally established, are undisputed or acknowledged by us. In addition, the buyer
is authorized to exercise a retention right to the extent that the counterclaim is
based on the same contractual relationship.

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Prices
All prices are net plus packaging, without any additional discounts. The statutory
value added tax is indicated and charged at the applicable rate as of the time
when the invoice is issued.
Online transactions: as of a net value of 80.00 per order, we deliver free of
charge within Germany, in other words at our own expense. This cost regulation
does 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 charge
within Germany, in other words at our own expense. This cost regulation does
not 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 one
month in advance, we reserve the right to charge the applicable prices as of the
delivery date if our purchase prices or manufacturing costs have changed.

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Cancellation right
We shall be released from our delivery obligations if there are doubts with regard
to the buyers creditworthiness, for instance due to a contested check or bill of
exchange or third-party complaints. The same shall apply if the buyer is in default
with payments from earlier deliveries. In the event of a non-culpable delivery
interruption, we are entitled to extend the delivery period. Alternatively, we can
also adjust the delivery quantities unless the buyer demonstrably has no interest
in partial deliveries. In the event that raw materials become significantly more
expensive, we can cancel the confirmed order. The buyer cannot assert any
damage compensation claims as a result of this.

Warranty for defects


We shall provide a warranty for recognizable and hidden defects within 12 months
after the goods are received at the destination by way of supplementary
performance, either by eliminating the defect (rectification) or by delivering a
defect-free item (replacement delivery) at our discretion.

We are entitled to make the supplementary performance that we owe dependent


upon whether the buyer has paid the purchase price owed. However, the buyer
may retain a portion of the purchase price that corresponds to the amount of the
defect.
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 liability
Unless otherwise established in these Purchase and Delivery Conditions, we are
liable according to the applicable statutory provisions in the event of a violation of
contractual or non-contractual obligations. We are liable for damage
compensation regardless of legal grounds in the event of intent and gross
negligence. In the event of simple negligence, we are only liable
a)
for damages resulting from a loss of life, bodily damage or damages to
health.
b)
for damages resulting from a violation of a significant contractual
obligation; in this case, however, our liability is limited to compensation for
the foreseeable, typically occurring damage.
The liability limitations listed in Point 9 shall not apply if we fraudulently concealed
a defect or assumed a guarantee for the condition of the goods. They also do not
apply to claims based on the Product Liability Act.
The buyer can only withdraw from or terminate the contract for violations of
obligations other than a defect if we are responsible for the violation of the
obligation. The buyers free termination right is hereby excluded. For the rest, the
statutory requirements and legal consequences shall apply.
10.

Force majeure
Events of force majeure, operational disruptions on our side or in our suppliers
plants, official orders, mobilization, war, blockades, uprisings, strikes, lockouts,
currency devaluation and comparable circumstances shall entitle us to extend the
delivery period and if the disruptions will last for an indefinite period to cancel
the confirmed order; the buyer cannot derive any damage compensation claims
from this.

11. Exchange
An exchange can only take place as an exception, by mutual agreement. The
returned goods must be in fault-free, sales-ready condition. Any shipping or
postal costs as well as costs for new packaging shall fundamentally be borne by
the 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 addition
to the applicable costs of the new packaging.
12. Reservation of title
We shall reserve the title to the purchased item until all payments from the
business relationship with the buyer have been received. In the event of noncontractual conduct by the buyer, particularly payment defaults, we are entitled
to take back the purchased item; this shall not constitute a cancellation of the
contract. However, if we pledge the purchased item, this shall always constitute
a cancellation of the contract. After taking back the purchased item, we are
entitled to utilize it. Proceeds from such utilization shall be offset against the
buyers liabilities minus appropriate utilization costs.
The buyer must treat the purchased item with care. In the event of pledging or
other interference by third parties, the buyer must inform us of this immediately
in writing. If the third party is unable to compensate us for the judicial and
extrajudicial costs of third-party proceedings, the buyer shall be liable for any
shortfall 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 to
us in advance all receivables in the amount of the final bill (including value added
tax) 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 is
entitled to collect the assigned receivables. This shall not affect our authorization
to collect receivables. However, we hereby agree not to collect the receivables
as long as the buyer is fulfilling the payment obligations from the collected
earnings and is not in default with payments, and particularly as long as no
requests have been made to initiate bankruptcy or insolvency proceedings and
payments have not been suspended. If this is the case, however, we can ask the
buyer to inform us of the assigned receivables and their debtors, to provide all
information necessary to collect these, to hand over the associated
documentation, and to inform the debtors of the assignment. If the goods are
irrevocably mixed or combined with other items not belonging to us, we shall
obtain co-ownership of the new item according to the value of the purchased item
in relation to the other mixed items at the time of the mixing or combination. The

buyer hereby assigns ownership rights or co-ownership rights to us in advance.


The possibility of obtaining processing ownership while the reservation of title
applies is excluded as per 950 BGB. We hereby agree to release the securities
to which we are entitled at the buyers request, to the extent that the value of our
securities exceeds the receivables to be secured by more than 20%. The choice
of securities to be released shall be at our discretion.
13. Place of fulfillment and place of jurisdiction
The 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 of
an exchange or check process, shall be Grnstadt as long as the buyer is an
entrepreneur, merchant, legal entity under public law or special fund under public
law.
14. Applicable law
The laws of the Federal Republic of Germany shall apply exclusively. The United
Nations Convention on Contracts for the International Sale of Goods (CISG) and
other international regulations shall not apply.
15. Severability clause
If any provision of these Sales and Delivery Conditions should be invalid, this
shall not affect the validity of the remaining provisions.