Am Jägersberg 14/16
24161 Altenholz – Germany
T: +49 (0) 431-570 80 80
F: +49 (0) 431-570 80 92
Eintragung im Handelsregister:
Registergericht: Amtsgericht Kiel
Registernummer: HRB 14984 KI
gemäß §27 a Umsatzsteuergesetz: DE 815 443 628
TERMS OF CONDITIONS
1. SCOPE OF APPLICATION
1.1 Conditions of sale apply exclusively; We do not recognize any terms and conditions of the customer that contradict or deviate from our sales conditions unless we have expressly agreed to their validity in writing. Our conditions of sale also apply if we carry out the delivery to the client without reservation in the knowledge of conflicting or deviating conditions of the client.
1.2 All agreements made between us and the client for the purpose of executing this contract are set out in writing in this contract.
1.3 Our conditions of sale only apply to entrepreneurs within the meaning of Section 310 Paragraph 1 BGB.
2. OFFERS AND PRICES
2.1 Offers and prices are non-binding and only become binding with our written order confirmation. We are entitled to accept the contract offer contained in the order within 2 weeks of receipt by us.
2.2. The weight and dimensions, drawings, explanations, descriptions and illustrations contained in the product descriptions are approximate values customary in the industry and therefore these properties no guarantee of.
2.3 Sample deliveries must be calculated and paid for unless other provisions are made.
2.4 Subsequent changes (changes after sample approval) at the instigation of the customer, including the resulting production stoppage, will be charged to the customer.
2.5 You can see and save the contractual provisions from the confirmation of receipt of your order sent by us by email before or when the contract is concluded. The associated terms and conditions can be called up and stored in a reproducible form before and when the contract is concluded under the link our terms and conditions. The text of the contract is not stored separately by us after the conclusion of the contract and is therefore
no longer accessible or retrievable by us after the conclusion of the contract.
2.6 We reserve the right to correct prices in individual cases if, by the time the order is executed, exchange rate-related price adjustments are necessary and / or a change in raw material prices has occurred. If the material costs or wages increase after the order has been confirmed, we are also entitled to increase the prices in accordance with the increase in costs. The client has a right of termination if the increase is more than 10% of the agreed price. The expenses incurred, including material and labor costs, are to be reimbursed by the client.
2.7 The conclusion of the purchase contract is subject to change in case of incorrect or improper self-delivery by sub-suppliers, not to be provided or only partially. This only applies if morethanmerchandise GmbH is not responsible for the non-delivery, in particular when concluding a congruent hedging transaction with suppliers. In the event of non-availability or only partial availability of the service, the client will be informed immediately, and the consideration will be reimbursed to the client immediately.
2.8 The place of performance for all contractual and legal claims is in principle morethanmerchandise GmbH’s registered office in Kiel (Germany), unless otherwise stated in the order confirmation.
2.9 The contract and communication language are German.
3. TERMS OF PAYMENT
3.1 The invoice will be issued after the goods have been delivered.
3.2 Our invoices are payable within 14 days net cash without deductions, unless otherwise agreed in writing. We reserve the right to prepayment for customers unknown to us.
3.3 If the target is exceeded, there is immediate default in payment, and we are therefore entitled to charge default interest at the rate of 8 percentage points above the current base rate of the Deutsche Bundesbank pa from the due date. The assertion of further damage caused by default is not excluded.
3.4 Checks are only accepted on account of performance and can be returned at any time. Checks are only valid as payment after they have been cashed
3.5 If, from an objective point of view, there is a significant deterioration in the client’s financial circumstances, which give rise to doubts about his solvency, we are entitled to withhold our deliveries and services and to set the client a reasonable deadline for the payment of advance payments or the provision of securities of our choice. After this period has expired, we are entitled to withdraw from the contract.
3.6 If the client does not meet the payment obligations (e.g. a check cannot be cashed, enforcement measures have been unsuccessful, client has stopped payments, insolvency proceedings have been applied for, etc.), we are entitled to call the entire remaining debt from the contract due, even if we have accepted a check. In this case, we are also entitled to demand advance payments or security deposits for all other contracts.
3.7 Offsetting against any counterclaims on the part of the customer is only permitted if these are undisputed, recognized by us or legally established claims. The assertion of a right of retention by the client is excluded insofar as these claims do not arise are based on the same contractual relationship.
3.8 Any errors in our invoices must be reported within 8 days of receipt of the invoice. Longer silence on the part of the invoice recipient counts as tacit recognition of the correctness of the invoice.
4. RETENTION OF TITLE
4.1 We reserve title to the purchased item until all payments from the delivery contract have been received. If the client acts in breach of contract, in particular in the event of default in payment, we are entitled to take back the purchased item. If we take back the purchased item, we withdraw from the contract. After taking back the purchased item, we are authorized to dispose of it; the proceeds from the sale are to be offset against the customer’s liabilities – less reasonable disposal costs.
4.2 The client is obliged to treat the purchased item with care; In particular, he is obliged to protect against water and fire at his own expense, and to adequately insure against theft damage at replacement value. If maintenance and inspection work is required, the client must carry this out in good time at his own expense.
4.3 In the event of seizures or other interventions by third parties, the client must inform us immediately in writing so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO).
If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the client is liable for the loss we incur.
4.4 The client is entitled to resell the purchased item in the ordinary course of business, However, he already now assigns us all claims in the amount of the invoice. The final amount (including VAT) from our claim, which accrues to him from the resale to his customers or third parties, regardless of whether the purchased item has been resold without or after processing. The client remains authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim if the client meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been made or payment has been suspended. If this is the case, however, we can demand that the client notify us of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.
4.5 The processing or transformation of the purchased item by the client is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. Otherwise, the same applies as for the object of sale delivered under reservation.
4.6 If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the client’s item is to be regarded as the main item, it is agreed that the client transfers proportional co-ownership to us. The client keeps the resulting sole or co-ownership for us.
4.7 The client also assigns to us the claims to secure our claims against him that arise against a third party through the connection of the purchased item with a property.
4.8 We undertake to release the securities to which we are entitled at the request of the customer insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.
5. TERMS OF DELIVERY
5.1 Delivery dates and periods are only valid if they are expressly confirmed by us. Delivery periods begin on the date of our order confirmation, but not before all details of the order have been fully clarified and not before receipt of the documents to be procured by the client and not before receipt of any agreed down payment.
5.2 Delivery dates and periods are only valid if they are expressly confirmed by us. Delivery periods begin on the date of our order confirmation, but not before all details of the order have been fully clarified and not before receipt of the documents to be procured by the client and not before receipt of any agreed down payment.
5.3 The delivery time ends on the day on which the goods leave the delivery plant or are stored if it is impossible to dispatch.
5.4 Call orders are considered firm orders and must be accepted within 3 months, unless otherwise agreed.
5.5 The dispatch takes place at the expense and risk of the customer also with “Freedom of Consignments”; the risk passes to the client as soon as the shipment has been handed over to the person carrying out the transport. If the handover or the dispatch is delayed as a result of a circumstance whose cause lies with the customer, the risk is transferred to the customer on the day of readiness for dispatch.
5.6 We reserve the right to choose the type and route of dispatch, unless otherwise agreed in the respective order. Transport insurance is only taken out on special request and at the expense of the client.
5.7 We are entitled to make partial deliveries which are due for payment under our terms of payment, provided that the partial deliveries are reasonable for the customer.
5.8 In the event of force majeure or other unforeseeable circumstances through which we are not responsible , such as material procurement difficulties , labor disputes, operational disruptions, vandalism, official interventions, lack of energy, regardless of whether they occur in our company or at our sub-supplier, in which we are prevented from fulfilling our delivery obligations , the delivery period is extended by the duration of the hindrance and taking into account a reasonable start-up time. If the hindrance is unlikely to end in a reasonable time, we are entitled, without an obligation to make subsequent deliveries or from to withdraw from damages in whole or in part. Such a withdrawal does not affect our claims from any partial deliveries made.
5.9 In the event of a delay in delivery, after the expiry of a reasonable grace period set for us, we will provide compensation for each completed week of delay of 0.5%, but no more than 10% of the invoice value of the delivery affected by the delay.
5.10 Both claims for damages by the client due to delay in delivery and claims for damages in lieu of performance that go beyond the limits specified in 5.9 are in all cases of delayed delivery, too after expiry of a deadline set for us for subsequent delivery excluded This does not apply if liability is mandatory in cases of willful intent, gross negligence, or due to injury to life, body, or health. The client can only withdraw from the contract within the framework of the statutory provisions if we are responsible for the delay in delivery. A change in the burden of proof to the detriment of the client is not associated with the above regulations.
5.11 At our request, the client is obliged to clarify within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery or whether he insists on delivery.
5.12 If dispatch or delivery is delayed by more than 1 month after notification of readiness for dispatch at the request of the customer , we can charge the customer a storage fee of 0.5% of the price of the delivery items for each commenced month , up to a maximum of 5%. The contracting parties are at liberty to provide evidence of higher or lower storage costs.
6. DEFAULT IN ACCEPTANCE BY THE CUSTOMER
6.1 If the customer is in default of acceptance or debtor default, the risk of accidental loss or accidental deterioration of the goods is transferred to the customer at the point in time at which the customer defaults in acceptance. In this case, we are also entitled to set a reasonable grace period and, after this period has expired, either to store the goods that have not been picked up on the account of the customer and to request a storage fee in accordance with Section 5.11 or to outsource them to a forwarding agent. This does not affect our rights to withdraw from the contract and to claim damages.
6.2 In the context of a claim for damages, we are entitled to 15% of the agreed price as compensation without proof, unless the client can prove that no damage occurred or that the damage was significantly lower than the flat rate.
7.1 The contractual partner must check the goods for freedom from defects immediately after delivery. Complaints due to obviously defective or obviously different quality of the goods or due to delivery of goods that are obviously different from the goods ordered must be made by the contractual partner within 3 working days at the latest after delivery or, if the defect was not discernible upon immediate inspection, 1 week after the discovery of the defect. If obvious defects are not reported in good time and not in the correct form, the warranty in this regard is void.
The inspection and notification obligations of Section 377 of the German Commercial Code (HGB) remain unaffected.
7.2 The warranty period is 1 year from delivery of the goods. This does not apply if the purchased item is usually used for a building and has caused the defect. The limitation periods in the event of a delivery recourse according to §§ 478, 479 BGB remain unaffected.
7.3 Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, as well as in the case of only insignificant impairment of usability. Tolerance’s customary in the trade and industry do not entitle to notify defects. Short deliveries and excess deliveries up to 10% are to be accepted by the client. In the production of plastic items and similar goods, the occurrence of a relatively small number of faulty goods cannot be technically avoided and a proportion of up to 5% of the total quantity cannot be objected to, regardless of whether the defect is in processing or in printing.
7.4 In the event of a justified complaint made in good time, we initially reserve the right to supplementary performance at our option, ie remedy of the defect or free replacement of the defective goods to be returned to us by the customer for new goods in accordance with the contract (replacement delivery). Only after the subsequent performance has failed twice can the client request either withdrawal from the contract or a reduction in remuneration.
7.5. If the customer is otherwise entitled to compensation for damage instead of performance due to a negligent breach of duty , our liability is limited to compensation for the foreseeable, typically occurring damage.
7.6 Any further claims or claims other than those stipulated under 7 against us and our vicarious agents due to a material defect are excluded.
7.7 If the customer complains about the delivery or parts thereof, no piece of the goods complained about may be used, processed or forwarded. If this does happen, the customer deprives us of the right to inspect the goods complained about and thus renders the complaint irrelevant.
8. OTHER DAMAGE CLAIMS
8.1 Any further liability for damages than provided for in § 7 – regardless of the legal nature of the asserted claim – is excluded. This applies to claims for damages arising from negligence when concluding the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB).
8.2 The limitation according to 8.1 also applies if the client demands reimbursement of useless expenses instead of a claim for compensation for the damage.
8.3 As far as the liability for damages towards us is excluded or limited is, this also applies regarding the personal liability for damages of our employees, workers, employees, representatives and vicarious agents.
8.4 This does not apply if there is mandatory liability, for example in accordance with the Product Liability Act, in cases of willful intent, gross negligence, due to injury to life, limb or health, or due to the breach of essential contractual obligations.
8.5. The claim for damages for the breach of essential contractual obligations is limited to
the contract- typical, foreseeable damage up to the amount of the coverage of
our liability insurance, up to an amount of EUR 500,000 per claim, provided that this coverage is reasonable. Relation to the contract-typical risk of damage and unless there is intent or gross negligence, or liability is due to injury to life, body or health. A change in the burden of proof to the detriment of the client is not associated with the above regulations.
9.1 All copyright rights of use in any process and for any purpose to our own sketches and drafts, originals, films and the like remain with us, unless expressly agreed otherwise.
9.2 Means of production such as films, lithographs, printing plates, clichés, screens, punches and tools remain our property in all cases. The making available for third parties, reproduction or further use requires our approval. Drafts enjoy legal protection of intellectual property. For the examination of the right of reproduction of all printing material is the client is solely responsible. The client is solely liable if rights, in particular copyrights of third parties, are violated through the execution of his order. The client must exempt us from all claims by third parties due to such an infringement. Any process costs we incur in this context are to be appropriately advanced by the client.
10. CORRECTIONS / PRINT ORDERS
10.1 Proofs and proofs are to be checked by the client for typesetting and other errors and they are to be returned to us, declared ready for production. We are not liable for errors overlooked by the client. Corrections and changes submitted by telephone require written confirmation.
10.2 If the client requests extensive changes, new typesetting, or other corrections that exceed the usual level compared to the submitted template, these will be charged according to the working time and material consumption. If the sending of a proof is not requested, the liability for typographical errors is limited to gross negligence. Sentence and proof will also be charged if an order is withdrawn.
10.3 For significant deviations in the quality of the material procured by us on behalf of the client, we are only liable up to the amount of our own claims against our sub-suppliers. In such a case, we are released from our liability if we assign our claims against the suppliers to the client.
10.4 We are only liable for lightfastness, variability and deviations in the material and printing colors as well as for the properties of rubber coatings, varnishing, impregnation, etc. insofar as the defects in the materials were recognizable prior to their use when properly examined. In the case of color reproductions in all printing processes may have slight color deviations within the print run and between the proof and print run and are not considered to be a legitimate reason for a complaint.
11. LABELING / RIGHT OF USE
We reserve the right to affix our company name on the back or in a suitable place of the items we have supplied. We also reserve the right to continue to use articles manufactured on behalf of the client as samples or for advertising purposes.
12. PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPLICABLE LAW, FINAL PROVISION
12.1 The place of performance for all obligations arising from the contractual relationship is Bremen, unless otherwise stated in the order confirmation.
12.2 Kiel is the exclusive place of jurisdiction for all current and future claims from the business relationship with merchants, including check claims. However, we are also entitled to sue the client at his local court. This also applies if the client does not have a general place of jurisdiction in Germany or if his domicile or usual place of residence is unknown at the time the action is brought.
12.3 The legal relationships between the contracting parties are exclusively subject to German law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply.
12.4 Should individual provisions be void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions.
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