Our sales and delivery conditions / general terms and conditions

§ 1 General

(1) All sales, packaging and other services, including all follow-up transactions with the customer, are carried out exclusively on our terms and conditions below, unless expressly agreed otherwise in writing with the customer. Conflicting or deviating conditions of the customer are not binding for us, even if they are not expressly rejected by us or the conditions of the customer determine that deviating conditions of the supplier should not apply or only apply after written approval or the delivery to the customer is carried out without reservation.

(2) Our terms and conditions are deemed to have been accepted and conflicting terms and conditions to be dropped if we receive a written objection within 10 days of receipt of our offer documents, specifying the type and scope of the conditions to be acknowledged. If offer documents are not sent, the 10-day period begins with receipt of the order confirmation.

§ 2 Offers, conclusion of contract, damages

(1) The customer is bound to his offer. Our offers are non-binding; we are entitled to transfer articles that cannot be delivered or cannot be delivered in the desired color for production-related reasons to similar articles or similar colors. We can accept offers from the customer within 14 weeks. Deliveries will only be made within the scope of the customer's existing commercial credit - insurance amount of Captiva GmbH. The customer authorizes us to obtain information from his house banks. We reserve the right to make any functional and technical changes or deviations from the models and technical information shown in our advertising material, such as customary design, processing or shape changes, deviations in color during the delivery period, insofar as the purchased item is not significantly changed and the change is compelling operational requirements, material characteristics or reasons underlying the model policy. The samples on which the offer is based only provide an approximate guide. The customer cannot derive any claims for performance from errors, typographical errors, deviations from the catalogue, from the illustrations and from the samples provided. Calculation errors entitle the contract to be adjusted. The contract is concluded with the creation of the written order confirmation, but at the latest with the delivery.

(2) In the event of an unjustified refusal to perform or cancellation of the contract, the customer is obliged to pay us 35% of the order amount (plus applicable sales tax) as lump-sum compensation unless he can prove that the damage did not occur at all or was significantly lower. If we claim higher damage, we can demand compensation for this.

§ 3 Delivery time and delivery conditions

(1) Delivery dates or delivery times, which are agreed as binding or non-binding, must be stated in writing. In case of doubt, delivery dates or deadlines are non-binding. In the event of force majeure, industrial action and other operational disruptions through no fault of our own, which have lasted or are expected to last longer than 1 week, delivery dates and deadlines are automatically extended by the duration of the hindrance, but by a maximum of 6 weeks. The same applies if these circumstances occur at one of our sub-suppliers. If we inform the customer immediately of the reason for the hindrance, as soon as it can be seen that the delivery period cannot be met and the hindrance lasts longer than 5 weeks, the customer can withdraw from the contract; Claims for damages by the customer are excluded.

(2) After the delivery period has expired, a subsequent delivery period of 18 days is set in motion without explanation. After its expiry, the withdrawal from the contract is deemed to have taken place, with the exclusion of claims for damages. The withdrawal from the contract does not occur if the customer declares to us during the subsequent delivery period that he insists on the fulfillment of the contract. Delivery periods only begin to run after all questions necessary for the execution of the order have been completely clarified with the customer and after receipt of any agreed down payment or advance payment. In the event of subsequent contract amendments or changes that significantly affect the scope of delivery or quantity, the modalities of delivery or the subject of the service, delivery periods or dates begin to run again.

(3) Delivery dates and deadlines are met upon dispatch of the delivery item. Proper and timely self-deliveries are reserved. We are entitled to make partial deliveries. Compliance with our delivery obligations presupposes the timely and proper fulfillment of the customer's obligations. In the case of a permanent business relationship, this also applies to obligations from other similar contracts.

(4) If the customer wants to claim damages instead of performance, he must set us a 4-week period with the threat that he will refuse performance after the period has expired. The period is calculated from the day on which the customer's notification is sent by registered mail. This provision applies instead of the aforementioned withdrawal only if we have received this deadline from the customer within the subsequent delivery period. Compensation for damages instead of performance is excluded in the case of slight negligence. If the customer is entitled to claim damage caused by delay in addition to the delivery. Is this limited to cases of intentional or grossly negligent breach of duty (including that of our vicarious agents) In both cases, the compensation is always limited to foreseeable typical damage.

§ 4 Dispatch, bearing of risk, place of performance

(1) Unless otherwise agreed in writing, the place of fulfillment for all contractual obligations is our warehouse in 41372 Niederkrüchten, In der Beek 255, building 22. If the goods are shipped to a location other than the place of fulfillment (sales by mail), the risk goes with us upon handover to the transport person or upon leaving our warehouse to the customer. This also applies to shipments of the goods within the same location and in the event that we transport the goods using our own personnel and/or our own vehicles. If the goods are ready for dispatch and the dispatch or acceptance is delayed for reasons for which we are not responsible, the risk passes to the customer upon receipt of the notification of readiness for dispatch.

(2) The goods are delivered from our warehouse. The customer bears the shipping costs. Cartage or area freight from the company headquarters to the general cargo station is not charged for rail shipment.

(3) The dispatch takes place in cardboard boxes or in a hanging shipment. Packaging will only be charged if the goods are shipped in crates or if the customer requests special packaging. When using rental containers, the customer bears the freight costs, the rental costs are borne by us.

(4) The goods will be shipped uninsured by us, unless the conclusion of insurance at the expense of the customer has been expressly agreed in writing.

§ 5 prices and payment

(1) Our prices do not include the applicable statutory sales tax.

(2) The invoice is issued on the day of delivery or provision of the goods. Postponing the due date (value date) is generally excluded. If bills of exchange are accepted by the seller instead of cash, checks or bank transfers, a surcharge of 61% of the bill of exchange amount will be charged when the bill of exchange is accepted after the net target on the 1st day after the invoice is issued and the goods are dispatched. Changes to the method of regulation must be announced by the customer 3 months in advance. Pre-interest will not be granted under any circumstances. Payments are always used to settle the oldest due debt items plus the accrued interest on arrears. A discount is only granted if all old invoices from the business relationship have been settled. In any case, the postage stamp is decisive for the day of processing the payment. In the case of bank transfers, the day before the seller's bank is credited is considered the day on which the payment is cleared. If payment is made after the due date, interest of 8% above the respective base interest rate of the Deutsche Bundesbank will be charged.

(3) We are not obliged to make any further deliveries from any current contract before full payment of the invoice amounts due including interest. We reserve the right to assert claims for damages caused by delay. If the customer is in default of payment and there is a threat of insolvency or other significant deterioration in the customer's financial situation, we can, after setting a grace period of 12 days, demand cash payment before delivery for outstanding deliveries from any current contract and the payment period no longer applies, or we can withdraw from the contract or claim damages make.

(4) The offsetting and withholding of due invoice amounts is only permitted in the case of undisputed and legally established claims. Other deductions (e.g. postage) are not permitted.

§ 6 Complaints/Warranty

(1) In the event of obvious defects and complaints, the customer loses his warranty claims if he does not notify us in writing of the defect and the complaints within 8 days of receipt of the goods. The customer must notify us of hidden defects immediately after their discovery. Minor, technically unavoidable deviations in quality, color, weight, equipment and design may not be objected to. This also applies to deviations customary in the trade, unless we have promised in writing that the delivery will be true to the sample.

(2) In the case of justified notices of defects, we have the right to rectify the defect and/or deliver replacement goods free of defects within 12 days of receiving the goods complained about. In this case, we bear the freight costs. If the non-performance fails, the customer only has the right to reduce the purchase price or to withdraw from the contract. After the aforementioned 12-day period has expired, the customer can only reduce the purchase price or withdraw from the contract.

(3) A claim for damages by the customer is generally excluded, unless the damage is due to a grossly negligent or intentional breach of duty by us or one of our vicarious agents, or there is a culpable breach of duty that is associated with injury to life, limb or health is.

§ 7 Retention of title

(1) All goods delivered by us remain our property until full payment of all claims to which we are entitled from the entire business relationship with the customer, including ancillary claims, claims for damages and cashing of checks and bills of exchange. The retention of title also remains in place if individual claims of the customer are included in a current invoice and the balance is drawn and acknowledged.

(2) The customer is only entitled to resell the goods subject to retention of title in the ordinary course of business and only if his financial situation does not deteriorate over the long term.

(3) If the value of the security existing for us exceeds all of our claims by more than 10%, we are obliged to release securities of our choice at the request of the customer. Pledging and transfer of ownership of the reserved goods is not permitted. We are to be informed immediately of attachments, stating the attachment creditor. If we take back the delivery item in exercising our retention of title, this is only a withdrawal from the contract if we expressly declare this. We can satisfy ourselves from the reserved goods that we have taken back by private sale. The customer keeps the reserved goods safe for us free of charge. He has them against the usual dangers such. B. fire, theft and water to insure the usual extent. The customer hereby assigns to us his claims for compensation to which he is entitled from damage of the above-mentioned type against insurance companies or other parties liable to pay compensation, in the amount of the invoice value of the goods. We accept the assignment.

§ 8 Choice of law

The law of the Federal Republic of Germany applies. The validity of the UN Convention on Contracts for the International Sale of Goods dated April 11.4.1980, XNUMX is excluded.

§ 9 Jurisdiction agreement

For all disputes arising from this contract, either the district court or the district court of Neuss Düsseldorf shall have local and factual jurisdiction, at our discretion, if the customer is a merchant, a legal entity under public law, has no general place of jurisdiction in Germany, has his domicile or habitual residence after the conclusion of the contract relocated to Germany or his domicile or habitual abode is not known at the time the action is filed. We are also entitled to sue the customer at another, locally and factually competent court.

§ 10 nullity clauses

Should any part of the aforementioned provisions be or become invalid, this shall not affect the validity of the other part of these provisions. Should any of the aforementioned provisions be or become invalid, this shall not affect the validity of the remaining provisions and the validity of the contract.