General terms and Conditions of delivery and payment of Vosteen Import Export GmbH
1. Validity
(1) Our General Terms and Conditions apply to all current and future business transactions.
(2) We hereby contradict the general terms and conditions of the buyer. Deviating regulations are only binding for us if we expressly acknowledge them in writing.
2. Offer and conclusion
(1) Offers contained in our catalogues and sales documents as well as on the Internet are always subject to change. Samples are only non-binding samples for viewing. Price changes and errors excepted.
(2) A contract is only concluded when we have accepted the order. The order can also be accepted by delivery and invoicing. Then the invoice is valid as an order confirmation. Submitted copies of the order shall not be deemed as order confirmation.
(3) If, after conclusion of the contract, facts become known to us, in particular default of payment with regard to earlier deliveries, we shall be entitled to demand advance payment or corresponding securities and, in the event of refusal, to withdraw from the contract, whereby the invoices for partial deliveries already made shall be due immediately.
(4) We have the right to withdraw from the contract if its fulfilment encounters technical or commercial difficulties that are insurmountable or the overcoming of which would require a disproportionately high effort compared to the value of the goods to be delivered.
3. Delivery periods and delay
(1) Delivery times shall only be deemed to have been agreed approximately.
(2) If the delivery period is delayed due to circumstances beyond our personal control, in particular due to force majeure, epidemics, official interventions, industrial action, difficulties in procuring materials, production disruptions and special requests of the customer or similar, the delivery period shall be extended by the duration of the hindrance. This also applies to delays caused by us not being supplied correctly or on time through no fault of our own. An impediment which exceeds the duration of four months and the end of which is not in sight entitles the customer and us to withdraw from the contract insofar as it cannot be fulfilled by us as a result of the hindrance.
(3) If we are in default with a delivery, the customer may withdraw from the contract if he has set us a reasonable grace period of at least two weeks in writing and the goods have not been sent within this grace period or, if they cannot or should not be shipped, the notice of readiness for delivery.
(4) The customer cannot derive any claims for damages against us from exceeding the delivery period or from the delay in delivery, unless the exceeding of the deadline is based on intent or gross negligence.
4. Transport and transfer of risk
(1) Unless otherwise agreed, the route and means of dispatch are at our discretion. The same applies to packaging, which is carried out according to transport and environmental aspects.
(2) We are entitled to deliver partial deliveries of economically reasonable size and to charge for each partial delivery separately. Each partial delivery shall be deemed to be aseparate transaction in itself.
(3) The statutory provisions (§ 447 BGB) shall apply to the transfer of risk, regardless of whether the shipment takes place from the place of performance and who bears the freight costs. Upon handover of the goods to the carrier, the risk of delivery shallpass to the customer.
(4) If dispatch is delayed at the request or fault of the buyer, the goods shall be stored at the expense and risk of the buyer. In this case, the notification of readiness for dispatch is equivalent to dispatch. Upon storage, the invoice is due immediately.
(5) To protect the goods during transport, we insure shipments for 0.8% of the value of the goods.
5. Price and payment
(1) Our prices are net prices. The prices are in Euro plus VAT and any freight costs.
(2) The prices valid on the day of delivery in euros shall apply. Some items are shown as net items – that is, they are not discountable. Quantity-dependent prices are generally not discountable.
(3) Payment is due without deduction after 14 days after the invoice date. If payment is made within 10 days by direct debit, we grant a 2% discount. In the case of direct debit within 30 days, payment is due net.
(4) Interest on arrears shall be charged at 8% p.a. above the base interest rate. They are to be set higher or lower if we prove a charge with a higher interest rate or the buyer a lower charge.
6. Retention of title
(1) We reserve title to the delivered item until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the buyer behaves contrary to the contract.
(2) The buyer is obliged, as long as the ownership has not yet passed to him, to treat the purchased item with care. In particular, he is obliged to insure them sufficiently at replacement value at his own expense against theft, fire and water damage. As long as ownership has not yet been transferred, the buyer must notify us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a successful action pursuant to § 771 ZPO, the buyer shall be liable for the loss incurred by us.
(3) The buyer is entitled to resell the reserved goods in the normal course of business. The buyer hereby assigns to us the claims of the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing. The buyer remains entitled to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
(4) The treatment and processing or transformation of the purchased item by the buyer shall always be carried out in our name and on our behalf. In this case, the expectant right of the buyer to the purchased item continues to the transformed item. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the buyer’s item is to be regarded as the main item, it is agreed that the buyer transfers proportionate co-ownership to us and stores the resulting sole ownership or co-ownership for us. In order to secure our claims against the buyer, the buyer also assigns to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; In order to secure our claims against the buyer, the buyer also assigns to us such claims which accrue to him against a third party through the combination of the reserved goods with a property;
(5) We undertake to release the securities to which we are entitled at the request of the buyer, insofar as their value exceeds the claims to be secured by more than 20%.
7. Notice of defects and warranty
(1) Warranty rights of the customer presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Defects in a part of the delivered goods do not entitle the buyer to complain about the entire delivery.
(2) The customer must notify us in writing of any defects in the delivered goods immediately after their discovery. The notification period is a maximum of 8 days for defects that can be detected during examinations that are feasible in the ordinary course of business, for other defects a maximum of four weeks from receipt of the goods by the customer. If the customer fails to notify a defect immediately or in due time or if the goods are changed after the defect has been discovered or could have been discovered, the customer loses all warranty rights.
(3) If the buyer discovers defects in the delivered goods, he may not dispose of them, i.e. they may not be divided, resold or further processed until an agreement has been reached on the settlement of the complaint.
(4) The buyer must give us the opportunity to examine the complaints, in particular to make the rejected goods available; in the event of culpable refusal, the warranty shall lapse. As a rule, the inspection must be carried out no later than 30 days after the complaint has been made.
(5) In the event of justified complaints, we shall be entitled to determine the type of supplementary performance (replacement delivery, rectification) taking into account the defect and the legitimate interests of the buyer. If no replacement delivery or repair takes place within six weeks, the buyer may insist on a reduction of the purchase price or conversion of the contract. The buyer is not entitled to any further rights than those specified here, in particular claims for damages, including those for consequences of defects and due to breach of the obligation to deliver replacement or rectify the defect, unless the defect of the goods or the breach of our warranty obligation is based on intent or gross negligence.
(6) The expenses necessary for supplementary performance, in particular transport and travel costs, shall not be borne by us insofar as they are based on the fact that the purchased goods were taken to a place other than the professional activity or commercial establishment of the recipient after delivery; unless the introduction corresponds to the intended use of the goods.
(7) The buyer must inform us immediately about a warranty case occurring with a consumer.
(8) Claims for material defects shall become statute-barred after 12 months. This does not apply if the law prescribes longer periods in accordance with § 479 BGB (right of recourse). Section 8 (General Limitation of Liability and Liability for Product Risks) applies to claims for damages.
(9) Since most articles are handmade or are natural articles, fluctuations and deviations in the appearance of the goods are unavoidable. Therefore, the tolerance range with regard to quality, colour, product labelling, shape, packaging, appearance, usability, etc. is outside the usual standard.
(10) (10) Returns must always be discussed with us. For processing we charge 20% of the value of the goods. The goods must be in their original packaging and in a saleable original condition. Goods marked or used by the buyer will not be credited.
(11) (11) Unjustified and unagreed returns will bereturned at the expense of the customer.
8. General limitation of liability and liability for product risks
(1) Claims for damages and reimbursement of expenses by the buyer (hereinafter referred to as claims for damages), regardless of the legal grounds, in particular due to breach of obligations arising from an obligation and tort, are excluded.
(2) This does not apply in cases of the assumption of a guarantee or a procurement risk.
(3) Furthermore, this does not apply if we are compulsorily liable, e.g. under the Product Liability Act, in cases of gross negligence, injury to life, limb or health, as well as the violation of essential contractual obligations.
(4) However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless we can be accused of gross negligence or liability is due to injury to life, limb or health. A change in the burden of proof to the detriment of the buyer is not associated with this.
(5) This provision shall apply accordingly to the buyer.
(6) Liability for product risks: If damage arises from a risk inherent in the delivered goods, this risk may be based on a defect in the goods or associated with their contractual condition, or if damage arises from the fact that this risk has not been warned of or has not been sufficiently warned, the injured party may not assert a claim for damages against us resulting from this, unless our management or one of our employees caused the damage through intent or negligence.
9. Data protection
(1) The buyer is hereby informed that we process the personal data collected in the context of the business relationship exclusively in accordance with the provisions of the Federal Data Protection Act.
10. Collateral agreements
(1) All promises and agreements, as well as changes of any kind, including agreements made by telephone, telegraph, telex or e-mail, which contradict or go beyond one of the above conditions, require express written confirmation if they are to apply.
11. Place of performance; Venue; Applicable law
(1) The exclusive place of performance for all services arising from the purchase contract as well as the exclusive place of jurisdiction for both parties to the contract is 27753 Delmenhorst. However, the seller is also entitled to sue the buyer at the place of jurisdiction of his registered office.
(2) The contractual relationships shall be governed exclusively by the law applicable in the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(3) Should individual provisions of these General Terms and Conditions of Delivery and Payment be or become invalid for whatever reason, this shall not affect the validity of the remaining provisions.
(4) The samples are our own developments and our intellectual property. Counterfeiting is illegal. Forwarding to third parties without our prior written consent is prohibited in any case. The samples also remain our physical property.
Status: April 2020