General Terms and Conditions
§1 Scope of Application
These General Terms and Conditions of Sale and Delivery apply to all our business relations with our customers. Deviations from these business relations are only effective if we confirm them in writing. This requirement of consent shall apply in any case, even if, for example, we carry out the delivery without reservation in the knowledge of the customer’s general terms and conditions. The terms and conditions of sale and delivery shall also apply to all future transactions between the contracting parties without the need for a renewed reference to the terms and conditions.
§2 Conclusion of Contract
Our offers are subject to change and non-binding. The order of the goods by the buyer is considered a binding offer of contract. Acceptance can be declared either in writing or by delivery of the goods to the buyer. Before accepting the offer, we reserve the right to check the creditworthiness of the customer. If a credit check by an independent third party shows that the customer does not have sufficient creditworthiness for the respective contract, the contract shall become invalid.
§3 Prices And Terms of Payment
Unless otherwise agreed, our prices are net prices in Euro ex warehouse and do not include any additional costs, such as shipping and packaging costs and transport insurance. Any customs duties, fees, taxes and other public charges shall be borne by the customer.
In the event of late payment, we are entitled to charge interest on arrears at a rate of 5% above the respective prime rate of the European Central Bank in accordance with the Discount Transition Act. If the customer is in default of payment, we are entitled to make our claims due and payable and to carry out further deliveries only by advance payment, cash on delivery or after receipt of securities.
If it becomes apparent after conclusion of the contract that the claim to the purchase price is endangered by the customer’s inability to pay, we shall be entitled to withdraw from the contract after setting a deadline.
The customer shall only be entitled to rights of set-off or retention if the claims asserted by him have been legally established or are undisputed. The exercise of a right of retention by the customer is also only possible in the case of legally established or undisputed claims of the customer.
§4 Delivery And Delivery Time
and expense of the customer, the goods can be shipped to another destination (mail order) at our discretion. We are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves. Irrespective of the Buyer’s burden of costs for the shipment, we shall always act as the supplier within the meaning of the German Value Added Tax Act (Umsatzsteuergesetz) – subject to any agreements to the contrary
If we are unable to meet delivery deadlines for reasons for which we are not responsible (“non-availability of performance”), we shall inform the Buyer of this without delay and at the same time notify the Buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the Buyer. A case of non-availability of the performance in this sense shall be deemed to be in particular the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction, if we are not at fault or if we are not obliged to procure in the individual case.
The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the buyer is required.
§5 Shipment And Transfer of Risk
Shipment shall in all cases be effected for the account and at the risk of the Buyer. The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass as soon as the goods are delivered to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
§6 Default in Acceptance
If the customer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).
The proof of a higher damage and our legal claims shall remain unaffected; however, the lump sum shall be set off against further monetary claims.
§7 Retention of Title
We retain title to the goods delivered by us until full payment of all claims arising from the entire business relationship.
Resale or processing is only permitted in the ordinary course of business. If the customer is in default of payment in whole or in part, if he suspends payment or if insolvency proceedings are instituted against his assets, he shall no longer be entitled to dispose of or process the goods subject to retention of title. In such a case, the customer shall be obliged to surrender the unprocessed goods subject to retention of title upon our first request. We shall credit the Purchaser for the unprocessed goods taken back with the proceeds that we obtain from the best possible realization.
In the event of processing and/or resale of goods subject to retention of title, the following shall apply:
a) To secure all our claims arising from the business relationship, the Purchaser hereby assigns to us in advance all claims arising from the sale of goods subject to retention of title from his present and future deliveries of goods, including all ancillary and security rights as well as checks and bills of exchange. We accept the assignments. In the case of the delay of goods in which we have acquired co-ownership in accordance with § 6 para. 4a, the assignment shall be limited to the part of the claim which corresponds to our co-ownership share.
b) Der Besteller tritt hiermit zur Sicherung aller unserer Ansprüche aus der Geschäftsverbindung im Voraus alle Forderungen aus der Veräußerung von Vorbehaltsware aus seinen gegenwärtigen und zukünftigen Warenlieferungen einschließlich aller Neben- und Sicherungsrechte sowie Schecks und Wechsel an uns ab. Wir nehmen die Abtretungen an. Bei der Verzögerung von Waren, an denen wir nach § 6 Abs. 4a Miteigentum erworben haben, beschränkt sich die Abtretung auf den Forderungsteil, der unserem Miteigentumsanteil entspricht.
c) We shall be entitled at any time to demand information about the recipient of the goods. If the conditions of § 6 para. sentence 2 are met, we shall be entitled to notify the consignees of the transfer of the claim to us and to collect the claim of the customer against the consignees.
If we demand the return of goods subject to retention of title, or revoke the authorization to resell or process the goods, or collect assigned claims, this shall not constitute a withdrawal from the contract. The customer is obliged to insure the goods subject to retention of title appropriately and to store them carefully at his own expense. If the realizable value of the securities existing for us exceeds our claim against the customer by more than 20 % in total, we shall be obliged to release securities of our choice to this extent at the customer’s request. Prior to the transfer of ownership, the pledging or transfer by way of security of the goods subject to retention of title shall be prohibited without our written consent. The customer shall notify us without delay of any seizure by third parties, stating the name of the creditor.
The information contained in brochures or other documents as well as in other offers, such as illustrations, descriptions, dimensions, weight, performance and usage data as well as information regarding the usability of the goods, are product descriptions and do not contain any assurance of properties. Minor deviations from these product descriptions, which are customary in the trade and are reasonable, shall be deemed to have been approved and shall not entitle the customer to fulfill any contractual obligations.
The warranty period is 6 months from the transfer of risk. This period also applies to claims for compensation for consequential damage caused by defects.
to remedy the defect or to make a replacement delivery. If the rectification of the defect fails, or if we are not prepared or not in a position to rectify the defect or make a replacement delivery, or if this is delayed beyond a reasonable period for reasons for which we are responsible, the customer shall be entitled to withdraw from the contract or to demand a reduction in the purchase price. Any further claims of the Purchaser, in particular claims for damages including loss of profit or other pecuniary losses of the Purchaser, shall be excluded, unless claims for damages are asserted due to the absence of a warranted characteristic.
The warranty does not cover defects and damage caused to the purchaser by natural wear and tear, improper handling, in particular failure to follow our instructions for processing, handling or storage of the goods, as well as defects or damage caused by incorrect or defective documents or information provided by the purchaser.
Defects must be reported to us in writing in compliance with the inspection and notification obligations of §§ 377, 378 HGB (German Commercial Code).
If defects are found in the delivered goods, processing or treatment must be stopped immediately. The customer must immediately give us the opportunity to convince ourselves of the defects and, at our request, provide us with the rejected goods or samples.
§ 9 Other Liability
Unless otherwise stipulated in these General Terms and Conditions including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
We shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. In the case of simple negligence we shall only be liable
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the violation of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage.
The limitations of liability resulting from para. 2 shall not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same shall apply to claims of the Buyer under the Product Liability Act.
The Buyer may only rescind or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
Excluded from return are leathers that bear the customer’s marks or endorsements, as well as custom-made products of qualitative and color types and skins that have not been cut in the break, or cut leather.
§11 Data Processing
§ 12 Limitation
All claims of the customer, regardless of the legal reason, are subject to a limitation period of 12 months, unless a longer limitation period results from the above provisions or mandatory legal provisions.
§ 13 Performance And Jurisdiction
Place of performance for the services of both parties is Karlsruhe.
The place of jurisdiction shall be Karlsruhe, or the court having jurisdiction for Karlsruhe, as the case may be, insofar as this does not conflict with mandatory statutory provisions. We are also entitled to choose the place of the customer’s registered office as the place of jurisdiction.