Terms and Conditions
General Sales and Delivery Conditions of Reisenthel Accessories for Business Relations between Companies
1 General, Scope
1.1. The following Terms and Conditions apply exclusively
and shall apply to all future business relations
even if not expressly agreed upon again.
We do not recognize conditions of the customer
that oppose or deviate from our terms unless we
have expressly agreed to them in writing. Our
Terms and Conditions apply even if, aware of conditions
of the customer that oppose or deviate
from our business conditions, we execute delivery
to the customer without reservations.
1.2. Individually agreed upon arrangements between
the parties (including side agreements,
amendments and modifications) shall in all cases
prevail over these Terms and Conditions. For reasons
of legal certainty, changes and additions are
to be set out in writing.
1.3. Our sales conditions only apply to companies
within the meaning of section 310, subsection 1 of
the Bürgerliches Gesetzbuch [German Civil Code].
2 Offer, Contract Conclusion
2.1. We can accept an order of the customer, which is
to qualify as an offer to conclude a sales contract,
within two weeks by sending an order confirmation
or by sending the ordered products within the same
period. The sending of our invoice within the same
period also qualifies as contract confirmation.
2.2. Our offers are subject to change and non-binding,
unless we have designated them as binding.
2.3. We reserve our property rights and copyrights
to all illustrations, drawings, catalogs, samples
and other documents. The customer may pass
them to third parties only with our written consent,
regardless of whether we have marked them as
confidential.
3 Contract Amount, Shipping costs, Sample shipment, Minimum Annual Turnover
3.1. The minimum order for initial orders amounts to
€ 2,000 for the specialist dealerships in Germany
and € 300 for the area of corporate gifts. The dispatch
of goods above the minimum order amount
to a delivery address within Germany is free of
charge.
3.2. Re-orders are possible from an invoice net value
in the amount of € 250 (€ 300 for corporate gifts),
and dispatch is free of charge to a delivery address
within Germany.
3.3. Individual sample shipments generally are billed
and shipped to the customer with a delivery net
charge of € 5.50 per package (applies to Germany).
Samples may not be returned.
3.4. To ensure adequate representation of the brand
and against the background of efficient customer
service, the minimum annual turnover amounts to
€ 2000 net. We reserve the right no longer to supply
customers in the following year who fall below
this minimum annual turnover.
4 Prices and Payment
4.1. Our prices do not include VAT. This is shown
separately in the invoice at the statutory rate. List
prices of the day of delivery apply.
4.2. Unless otherwise stated in these Terms and
Conditions, transport costs are billed separately.
4.3. The invoice amount is due for payment without
deductions within 30 days (within germany). If the
customer pays the full amount within 10 days from
the billing date, he will receive a 3 percent discount
(within germany). This rule does not apply to
custom orders. Payments are posted to the oldest
debt plus any accrued interest. For customers in
the area of corporate gifts, the invoice amount is
due for payment without deductions within 10
days.
4.4. If the customer defaults on payment, the legal
regulations apply. In addition, our claims are due
and payable immediately.
5. The customer is entitled to compensation only
if the claims have been legally recognized by us or
are undisputed. This shall also apply if complaints
or counter-claims have been made. The customer
is only entitled to exercise a lien if his claim is
based on the same contractual relationship.
5 Payment
5.1. Payment must be made in cash or by bank
transfer.
5.2. Checks are accepted for payment only and if
they are free of cost and charge for us. Credits for
checks will be subject to the receipt of validation on
the day on which we can dispose of the proceeds.
6 Delivery
6.1. Delivery dates or deadlines, which have not been
expressly agreed as binding, are non-binding. The
delivery period specified by us starts only once the
customer has fulfilled all obligations properly and
on time.
6.2. For custom-orders, stated delivery times apply
from the date of the written release of the production
of the sample of the color- and shape pattern underlying
the product. If a release is not possible, the
delivery period is extended regardless of the causes
(color-, shape-, material deviations) for the corresponding
period to the final production release.
6.3. If delivery is delayed due to strikes, lockouts,
war, riot or other cases of force majeure, the delivery
time is extended for the duration of the delay
which occurred in this way.
6.4. We are entitled at all times to partial deliveries
and partial performance if this is acceptable for
the customer.
6.5. In the case of a firm deal, we are liable under
the law. If due to a delay in delivery by us, the
customer
has the right to announce his lack of
interest in the further fulfillment of the contract,
we are liable under the statutory provisions with
the understanding
that our liability is limited to the
foreseeable damage typically occurring when the
delivery delay is not due to our deliberate violation
of the contract.
6.6. We are also liable under the law, if a delay in
delivery justifiable by us is due to an intentional or
grossly negligent breach of contract, whereupon
the liability is limited to foreseeable, typically occurring
damages.
6.7. If the delay in delivery justifiable by us arises
from a culpable violation of a contractual obligation,
we are liable under the law, whereupon the
liability is limited to foreseeable, typically occurring
damages. Essential contractual obligations
are deemed those duties, which are necessary
to carry out the contract and whose compliance
is expected regularly by the contractor.
6.8. A default by our representatives or agents is to
be attributed to us.
6.9. The liability for foreseeable, typically occurring
damage is limited when the delivery delay is not
due to a deliberate violation of the contract by us.
6.10. In case of delay in delivery, the customer
agrees to grant us a grace period of four weeks,
before asserting additional claims.
6.11. Any further liability for a delayed delivery by
us is excluded. The other claims and rights of the
customer, which he is entitled to in addition to
claims of damages, remain intact.
7 Default in Acceptance
7.1. If the customer is in default of acceptance or
culpably violates other cooperation obligations,
we are entitled to demand compensation for damages
in this respect, including any additional expenses.
Further claims remain reserved.
7.2. In case of default of acceptance or debtor default,
the risk of accidental deterioration or accidental
loss shall pass to the customer.
7.3. In the event that the customer does not accept
the merchandise following a warning with a reasonable
deadline, the customer is obliged to pay a
lump sum compensation equal to 25 percent of the
merchandise’s net value, unless the customer
proves that no or much less damage has occurred.
8 Shipping, Packaging
8.1. Loading and shipment occur the customer’s
risk. Transport insurance is taken out by us only
at the express request and at the expense of the
customer.
8.2. We do not accept for return any transport-, or
other packaging in accordance with the Verpackungsverordnung
[Regulation on Packaging], except
for pallets. The customer has to arrange for
the disposal of the packaging at his own expense.
9 Notices of Defects
9.1. The customer immediately has to inspect the
goods received for defects and quality. Obvious
and/or recognized deficiencies are to be announced
to us in writing within 7 days, stating the
customer number, invoice number and invoice date.
9.2. Customary or minor technical differences in
quality, shape, color, size, weight, etc. do not
qualify for complaints, as well as minor changes
due to adjustments in model and production, if the
differences and changes in the particular case are
reasonable for the customer.
9.3. In case of justified and timely notice of defect
we are entitled with the exclusion of the rights of
the customer to remedy in the form of supply of
new goods. The customer must allow us adequate
time to remedy. If the remedy failed or we are unwilling
or unable to remedy or if remedy is delayed
beyond a reasonable period, for reasons that we
are responsible for, the purchaser can either demand
a reduction of the purchase price (reduction)
or declare resignation from the contract. The
rectification of defects is deemed unsuccessful
with the second unsuccessful attempt, unless,
given the contract’s subject matter, further attempts
of rectification are adequate and reasonable
for the customer.
9.4. Claims for compensation with the restrictions of
the defect referred to in these Terms and Conditions
can be made by the customer only when the
rectification of defects has failed. The customer‘s
right to declare further compensation claims, as
they are covered in these Terms and Conditions,
shall remain unaffected by this.
9.5. The customer is obliged to return to us for review
the disputed item in the original or similar
packaging within 14 days of discovery of the defect.
In case of justified and timely complaint, we
will refund the shipping cost immediately. To avoid
unnecessary costs, the return may be done only
with our written consent. Returns without written
consent will not be accepted.
9.6. The warranty claims of the customer shall
expire
one year after delivery of the goods to the
customer, unless we have fraudulently concealed
the defect, in which case the statutory provisions
apply. The limitation period in case of legal
recourse
under sections 478 and 479 of the
Bürgerliches Gesetzbuch [German Civil Law]
remains
intact.
10 Liability
10.1. We are liable under the law if the customer asserts
claims for damages based on intent or gross
negligence, including intent or gross negligence of
our representatives or agents. If there is no breach
of contract, the liability for damages is limited to
the foreseeable, typically occurring damage.
10.2. In addition, we are liable to damages according
to the statutory provisions if we culpably infringe on
any essential contractual obligation or a cardinal
duty, but only for the predictable, typical damage.
We are not liable for the slight negligent breach of
obligations other than those referred to here.
10.3. The liability for culpable injury to life, limb or
health is not affected, and this also applies to the
mandatory liability under the Produkthaftungsgesetz
[Product Liability Act].
10.4. Unless otherwise regulated, liability in particular
for lost profits or other financial damages to the
customer is excluded.
11 Retention of Title
11.1. Until the resolution of all claims, including all
balance demands on those outstanding accounts
with the customer that we are entitled to now or
hereafter, the delivered goods (reserved property)
remains our property. The customer may neither
pawn the delivery item, nor use it as security. In
cases of seizure and confiscation or other dispositions
by third parties, the customer must inform us
without delay.
11.2. In case of breach of contract by the customer,
we are entitled to recover the goods. The recovery
as well as the seizure of the goods represents
withdrawal from the contract.
11.3. The customer is entitled to sell and/or to use
the goods in the ordinary course of business as
long as he is not in default.
11.4. For security, the customer at this time relinquishes
to us all claims incurred in the resale of
the reserved property or for any other legal reasons,
including all balance demands from current
accounts, up to the amount of our purchase price,
and we accept the assignment. We grant the customer
the revocable authority to collect the claims
assigned to us for the account in his name. The
collection authorization can be revoked at any
time if the customer fails to meet his payment obligations.
In this case, the customer is obliged to
provide us names and addresses and all information
necessary with respect to the garnishees, to
hand over all relevant documents, in particular a
statement of any reserved goods and to notify the
debtor of the assignment of receivables.
11.5. We undertake that we release our securities at
the request of the customer in so far as the value
of our securities exceeds the secured claims by
more than 20 percent. The choice of the securities
to be released rests with us.
12 Custom Orders
12.1. Custom orders will be executed by us from the
respective minimum requirements and minimum
order values. We are entitled also to have custom
orders executed by third parties.
12.2. Deliveries of custom orders always occur from
the factory. The dispatch of the custom order always
occurs at the risk of the customer.
12.3. The price negotiated for the custom order is understood
as the net/ net price plus VAT. Method of
payment for custom orders, notwithstanding § 4 of
these Terms and Conditions, requires a 30 percent
deposit with order (within Germany). The balance
is payable on delivery without any deduction. Our
payment claims can be secured also by bank
guarantee.
12.4. In cases of special models and orders with
advertisement
imprint, unless otherwise agreed in
writing, an over-, or under-delivery of 5 percent is
tolerated. The customer is obliged to accept an
overrun of up to 5 percent and to compensate it
accordingly. In the case of short delivery, he is
entitled to demand a corresponding price reduction
for the undelivered portion.
12.5. Small variations in size, color, material, etc. do
not entitle to statements of defect, as long as they
are reasonable for the customer in a particular
case.
12.6. Samples may not be returned. All custom orders
and orders with advertisement imprint are
excluded from return.
12.7. Documents, drawings, photos or templates
handed over to us will be handled and stored carefully
by us. The return will take place only at the express
request of the customer and at his expense
and risk. The return-, and retention requirements
for such documents expire within 12 months, as
long as no further order was issued for it.
13 Place of Performance, Jurisdiction, Applicable Law
13.1. Place of Performance for all liabilities resulting
from the business is Gilching, Germany.
13.2. Jurisdiction for all disputes relating to the supply
business and all proceedings based on bills of
exchange, promissory notes and checks is solely
Munich.
13.3. The law of the Federal Republic of Germany
shall be applicable; the application of the CISG
[UN Convention on Contracts for the International
Sale of Goods] is excluded.
Reisenthel Accessoires, Zeppelinstraße 4, 82205 Gilching, Germany
www.reisenthel.com | updated january 2012
