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Sales, Delivery and Payment Terms

(Last update: Nov. 2013)

§ 1 General

Our terms of sales, delivery and payment, which the purchaser agrees to upon placement of an order, are exclusively applicable. This also applies to future business, even if no explicit reference is made to the terms of sales, delivery and payment, if they have been received by the purchaser with an order confirmed by us or incorporated in a previous order by the purchaser. If the order is placed, deviating from our conditions, our terms of sales, delivery and payment still apply if we do not contradict them. Deviations from our terms of sales, delivery and payment therefore only apply if they are explicitly acknowledged by us in writing.

Our terms of sales, delivery and payment only apply towards legal entities under public law, or public law special assets and companies in terms of § 310 section 1 BGB.

All agreements between us and the purchaser for the purposes of implementing the order must be recorded in writing in this contract. 


§ 2 Acceptance

Our offers are non-binding.

Orders based on our offers only count as accepted once confirmed by us in writing or implemented by us without an explicit confirmation. We can also declare our order confirmation together with the invoice.


§ 3 Prices and payment terms

Unless otherwise explicitly agreed, our prices apply ex-works or from the delivery warehouse. The prices do not include packaging and shipping. These shall be invoiced separately. Statutory Value Added Tax is not included in our prices; it is shown as a separate item on the invoice at the statutory amount on the day of invoicing. We reserve the right to increase our prices appropriately should cost increases arise after conclusion of the contract, especially due to tariff agreements or material price increases. These shall be proven to the purchaser on request. Unless explicitly agreed otherwise, the net purchase price (without discount) is payable within 8 days of the invoice date. Should the purchaser pay via the SEPA basic direct debit or the SEPA commercial direct debit, advance advice of the direct debit collection (so-called pre-notification) is shown in the respective invoice. We generally debit the invoice amount 8 days after the invoice date. The period for pre-notification is reduced to 3 days. The purchaser must ensure sufficient bank account funds on the collection date. Costs incurred by us due to rejection or return of a direct debit must be refunded to us by the purchaser, as long as the rejection or return of the direct debit is not our fault. Bills of exchange and cheques shall only be accepted conditionally and not instead of fulfilment.

If the purchaser is in arrears with payment, we are entitled to demand arrears interest of 8% above the basic rate p.a. according to the legal regulations. This does not exclude enforcement of a higher damages caused by delay. The purchaser is only entitled to offsetting rights if his counterclaims are legally established, undisputed or acknowledged by us. He is only entitled to exercise a retention right if the counterclaim is based on the same contractual relationship.


§ 4 Delivery and delivery time

The delivery time stated by us requires the clarification of all technical issues and only applies as an approximate value. We are entitled to make partial deliveries or perform part of the service if acceptance of the partial delivery or service is feasible for the purchaser. In case of unforeseeable and unavoidable damaging incidents and other cases of force majeure that are not our fault, the delivery time extends appropriately by the length of the disturbance plus an appropriate initial phase, as long as these disturbances are proven to have a significant influence on the delivery of goods. This also applies if these circumstances arise for our sub-supplier. Either party can withdraw from the contract should the disturbance last longer than six weeks after the original delivery time has expired. Liability for replacement of damages in case of normal negligence is ruled out if delay is caused that is our own fault. If the purchaser sets an appropriate deadline after we have caused a delay, he is entitled to withdraw from the contract once this subsequent deadline expires without success. The withdrawal extends to the non-fulfilled part of the contract, unless the partial deliveries made cannot be used by the purchaser. The purchaser is only entitled to claims to replacement of damages instead of the service, at the amount of foreseeable damages, if the delay is based on intent or gross negligence. Should the purchase delay acceptance or violate other cooperation duties, we are entitled to demand any incurred damages including additional expenses. In this case, the risk of accidental loss or accidental impairment to the purchase item transfers to the purchaser at the time he delays acceptance. Compliance with our delivery obligation requires the punctual and proper fulfilment of duties by the purchaser, which also includes punctual call-off of contractually agreed partial quantities. Surplus or short deliveries of up to 10% of the ordered quantity are reserved with settlement of the actual quantities and prices.


§ 5 Transfer of risk

Unless specified otherwise in the order confirmation, delivery is ex-works or from the delivery warehouse. Upon request of the purchaser, we shall arrange delivery with transport insurance, the costs of which shall be covered by the purchaser.


§ 6 Warranty and liability

The purchaser’s warranty rights are based on the prerequisite that he has met his obligation to examine and raise complaint in accordance with §377 HGB. If the purchase item is defective and it is out fault, we are entitled to choose between addressing the defect and making a replacement delivery. In the case of addressing the defect, we are obliged to cover all necessary expenses for the purpose of addressing the defect, especially transport, travel, labour and material costs, unless the costs increase due to the purchase item being brought to a different location from the place of fulfilment. If we are not prepared or not capable of addressing the defect/making replacement delivery, and especially if this is delayed beyond appropriate deadlines for reasons that are not our fault, or if fault rectification/replacement delivery fails in any other way, the purchaser is entitled to choose between withdrawing from the contract or demanding a corresponding reduction of the purchase price. Should the purchaser  withdraw from the contract, he has no additional claim to replacement of damages due to the defect. If only part of his delivery of goods is defective, the purchaser can only withdraw from the overall contract if he has no interest in the remaining part of the delivery. Unless specified otherwise below, further claims by the purchaser – for whichever legal reason – are excluded. We are not liable for damages caused by the delivery object itself; we are particularly not liable for lost profit or other asset damages to the purchaser. An exception from the above liability disclaimer only applies if the cause of damage is based on intent or gross negligence or if the purchaser enforces claims to replacement of damages due to the lack of a guaranteed property or durability. The warranty period is 12 months from date of transfer or risk. This does not apply to claims and rights for which legislation specifies longer periods according to § 479 section 1 BGB for recourse claims from consumer goods purchase contracts. The purchaser is only entitled to the purchaser’s recourse claim against us due to warranty rights from consumer goods purchase contracts (§478 BGB) in as far as the purchaser has not made any agreements with his customers, which grant the customer claims and rights beyond the legal defect claims and rights. The period also applies to claims to replacement of consequential damages caused by the defect, as long as not claims are enforced due to unlawful acts. The liability disclaimer does not apply to claims in accordance with §1.4 of the product liability law. The same applies to initial incapability or justifiable impossibility. The liability disclaimer also applies to the personal liability of our staff, employees, colleagues, representatives and agents.


§ 7 Reservation of proprietorship

The goods remain our property until full payment of the purchase price. The reservation of proprietorship to the goods also exists until receipt of all payments from the business relationship with the purchaser, as well as an existing current account relationship with the purchaser; the reservation then relates to the approved balance. The purchaser is entitled to sell the purchase item on in a proper business transaction. In case of resale or processing, the purchaser surrenders the goods that are still our property due to a lack of payment, the resulting claims or the surrogates to us; we accept the surrender. The claim surrendered to us in advance by the purchaser relates to the acknowledged balance and, in the case of insolvency of our purchaser’s customer, the available “causal” balance. The purchaser is still entitled to collect this claim after surrender. This does not affect our authorisation to collect the claim ourselves. Payment by cheque or bill of exchange is made conditionally and is therefore only made once the amount is irrevocably credited to our business account. In case of any conduct by the purchaser that is in breach of contract, such as payment arrears, we are entitled to take back the goods and demand return by the purchaser if the prerequisites exist for withdrawal from the contract. Taking back the purchase item and seizure by us represents a withdrawal from the contract. After taking the purchase item back, we are entitled to utilise it and the utilisation profit shall be offset against the purchaser’s account payable, with deduction of appropriate utilisation costs. Processing of or transformation of the purchase item by the purchaser is always undertaken for us. If the purchase item is processed with other objects that do not belong to us, we obtain co-ownership of the new item at the ratio of the value of the purchase item to the other processed objects at the time of processing. The same conditions apply to the item produced from processing as to the purchase item supplied under reservation. If the realisable value of existing securities exceeds the receivables to be secured by more than 10%, we shall release securities of our choice at the request of the purchaser.


§ 8 Court of jurisdiction – place of execution

Our head office (Nordhorn) is the placement of execution, unless agreed otherwise. The court of jurisdiction is our choice between the purchaser’s location and Nordhorn. German law, under exclusion of the UN Sales Convention, is agreed for international business relationships.


 

Information on data protection under the EU GDPR

Our company regularly checks customers for creditworthiness whenever contracts are concluded; ifthere is a legitimate interest, we also check existing customers. We therefore collaborate withCreditreform Boniversum GmbH – address: Hellersbergstrasse 11, 41460 Neuss, Germany –which provides us with the relevant data. Acting on behalf of Creditreform Boniversum, we herebywish to provide you with the following information under the EU GDPR article 14, by way ofanticipation:Creditreform Boniversum GmbH is a consumer credit agency. It runs a database storing creditinformation about private individuals.On this basis, Creditreform Boniversum provides its clients with information on the creditworthiness
of their customers. Clients include, for instance, banks, leasing companies, insurance companies,telecommunications companies, receivables management companies, as well as shipping,wholesale and retail companies and other companies supplying goods and services. Acting withinthe parameters of the law, some of the data in the creditworthiness database are also supplied to other corporate databases, including databases for address trading purposes.The database of Creditreform Boniversum stores primarily names, addresses, dates of birth, emailaddresses (if applicable), payment histories and ownership structures. The purpose of processing data stored in this way is to provide information about individuals on whom creditworthiness information is requested. The legal basis for such processing is EU GDPR article 6 (1f). Under this provision, information about such data may only be provided if a client can prove convincingly that he or she has a legitimate interest in obtaining the information. If data are sent to non-EU countries, this is done on the basis of so-called “standard contractual clauses”, which you can view under the following link:
http://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32001D0497&from=en
You can also request this information to be sent to you. Data are stored for as long as knowledge of those data is required to realise the purpose of storage. Such knowledge is usually required for an initial storage period of three years. After the expiry of this period, a review is conducted whether storage continues to be necessary; otherwise the data are deleted on the precise expiry date. If the facts of a matter cease to be relevant, the data are erased on the precise date three years after cessation. Entries in the debtors’ list are deleted on the precise date three years after an official order for entry was presented, in compliance with the German Code of Civil Procedure (ZPO), section 882e. The following are examples of legitimate interests within the meaning of the EU GDPR article 6
(1f): loan decisions, initiation of business, ownership structures, receivables, creditworthiness
checks, insurance agreements, enforcement information. You have a right to obtain information about the data stored by Creditreform Boniversum GmbH about yourself as a person. If those data are incorrect, you are entitled to rectification or erasure. If
it is not possible to determine immediately whether the data are correct or incorrect, you are
entitled to the blocking of the relevant data until your entitlement has been clarified. If your data are incomplete, you can demand their completion.
If you have given your consent for the processing of data stored by Creditreform Boniversum, you revocation will not impact the legitimacy of any processing of your data that may have taken place on the basis of your consent prior to revocation. If you have any objections, requests or complaints concerning data protection, you may contact the Data Protection Officer of Creditreform Boniversum at any time. He or she will assist speedily and
confidentially on all issues of data protection. Alternatively, you can lodge a complaint about
Boniversum’s data processing with the State Data Protection Officer (Landesbeauftragte für
Datenschutz) of the German federal state that is relevant to you. Data stored about you by Creditreform Boniversum come from publicly accessible sources as well as from debt collection companies and their clients.
To determine your creditworthiness, Creditreform Boniversum assigns a score to your data. The data underlying this score include your age, gender, address details and some of your payment experience data. The various data form part of the score calculations with different weights. Creditreform Boniversum clients use such scores to help them reach decisions about granting loans.


Right to object:

The processing of data stored by Creditreform Boniversum takes place on compelling legitimate grounds for the protection of creditors and loans, where processing regularly overrides their interests, rights and freedoms or where it serves the establishment, exercise or defence of legal claims. You can only object to Creditreform Boniversum about the processing of your data if you have grounds relating to your particular situation and if you can substantiate those reasons. If such special reasons are verifiably available, your data will cease to be processed there. If you object to the processing of your data for advertising and marketing purposes, then your data will no longer be processed for those purposes.

The entity with responsibility under the EU GDPR article 4 (7) is
Creditreform Boniversum GmbH
Hellersbergstrasse 11
41460 Neuss
Germany

Your contact point within our company is the Consumer Service
phone: +49 (0) 2131 36845560
fax: +49 (0) 2131 36845570
email: selbstauskunft@boniversum.de.

The competent Data Protection Officer has the following contact details:
Creditreform Boniversum 
GmbH
Data Protection Officer
Hellersbergstrasse 11
41460 Neuss
Germany
email: datenschutz@boniversum.de