1. For Traders
1. General Terms and Conditions of Sale for Traders
§ 1 Application
(1) These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
(2) These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(3) These terms and conditions of sale shall only apply vis á vis merchants, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
§ 2 Self-Declaration of Buyer
(1) By his order Buyer makes a binding declaration that he is neither offering nor going to offer goods of which the manufacture or distribution or target group may be associated with the extreme right-wing milieu.
(2) We explicitly reserve our right to terminate initiated or existing business relationships, if – according to our sole discretion – the range of products of Buyer includes goods of which the manufacture or distribution or target group may be associated with the extreme right wing milieu.
(3) The same shall apply, if Buyer adopts or supports positions in his show or sales room, in shop windows or display cases, on websites or in other media e.g. catalogues, brochures or by sponsorship, which may – according to our sole discretion – be associated with the extreme right-wing milieu.
§ 3 Offer, Acceptance
Insofar as the order constitutes an offer within the meaning of § 145 BGB we are entitled to accept the offer within two weeks.
§ 4 Prices, Payment
(1) Prices are ex works, exclusive of the respective statutory VAT and exclusive of costs for packaging, except as otherwise expressly agreed upon.
(2) Except if otherwise expressly agreed upon in writing, the purchase price is due and payable net within 30 days from the date of the invoice. From the due date interest in the amount of 8% above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.
§ 5 Offset, Retainer
The purchaser shall be entitled to offset only insofar as the purchaser‘s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction
§ 6 Delivery
(1) Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved.
(2) In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
(3) If non-compliance with the performance obligation is not attributable to the seller (force majeure), he is not liable and its obligations are delayed, if the performance is not permanently impossible. If the period in which, through force majeure, the performance is not possible takes longer or will take longer than three months, the buyer is entitled, after setting a grace period of at least two weeks, to cancel the not yet fulfilled part of the contract. An obligation to compensation of the seller does not exist.
(4) Delivery dates are all related to the delivery from the warehouse of the seller.
(5) If, in the event of force majeure, the seller already partly complied with its obligations, or can comply with them only partially, it is entitled to charge the already delivered or deliverable part separately and the customer is obligated to pay this invoice as if it would concern a separate contract.
(6) Force majeure of Seller according to this paragraph is given e.g. in the case of a strike, shortage of raw materials, stagnation at suppliers and traffic problems.
(7) Claims of the buyer because of late delivery are excluded before expiration of the deadline for subsequent delivery.
§ 7 Passing of Risk, Shipment
If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.
§ 8 Retention of Title
(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) Insofar as the above securities exceed the secured claim by more than 10%, we are obligated, upon our election, to release such securities upon the purchaser‘s request.
§ 9 Warranty
(1) Precondition for any warranty claim of the purchaser is the purchaser‘s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(2) Warranty claims shall be time-barred after 12 months of the passage of risk.
(3) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of remedy of the defect or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
§ 10 Liability
(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
(3) Any liability not expressly provided for above shall be disclaimed.
§ 11 Applicable law, Jurisdiction
(1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Neuss, Germany.
The English text of these terms shall only be a courtesy translation of the only binding German wording.