General conditions of sale B2B

    of supplies24 GmbH, Biberger Strasse 93, 82008 Unterhaching, Germany, hereinafter referred to as the Seller.

    § 1 General
    § 2 Conclusion of contract
    § 3 Retention of title and withdrawal
    § 4 deterioration of the customer’s financial circumstances
    § 5 Compensation
    § 6 Payment options and delivery costs
    § 7 Delivery
    § 8 Transfer of Risk
    § 9 Guarantee
    § 10 Limitations of Liability
    § 11 Final provisions

    § 1 General

    (1) The General Terms and Conditions of Business shall also apply in their respective valid version as a framework agreement for future contracts with the same customer, without the Seller having to refer to them again in each individual case.

    (2) For the purposes of these terms and conditions, customers are exclusively natural or legal persons or partnerships with whom a business relationship is entered into, acting on behalf of a commercial or independent professional activity  (Business person § 14 BGB) as well as legal entities under public law.

    The customer must prove their business status by presenting appropriate documents (e.g. business registration or company headed paper).

    (3) Individual contract agreements have priority over these General Terms and Conditions of Business. Deviating, conflicting or supplementary General Terms and Conditions of Business do not form part of the contract, unless their validity has been expressly agreed. The General Terms and Conditions of Business shall also apply if the Seller unconditionally carries out the delivery to the customer in the knowledge of the conflicting terms and conditions of the customer which deviate from these conditions.

     

    § 2 Conclusion of contract

    (1) The Seller’s offers are always conditional and non-binding, unless otherwise stated in the offer. The ordered goods may vary slightly within reason from the goods presented online, in catalogues or other product descriptions due to reasons of technical feasibility and presentation possibilities, this particularly includes deviations in colour.

    (2) The customer may place an order in writing, by telephone, by email or by fax. The customer order represents a binding offer on conclusion of a contract relating to the product(s) ordered. For orders by email, the Seller will promptly confirm receipt of the customer’s order by email.

    (3) The Seller is entitled to accept the contract offer contained in the order within 2 working days. For goods ordered by post, the Seller is entitled to accept the contract offer contained in the order within 10 workings days. It shall be tantamount to acceptance if the seller delivers the ordered goods within this time period. The Seller is entitled to decline acceptance of the order without indication of any reason.

    (4) In the case of incorrect or improper delivery, contract conclusion is subject to the Seller’s right to non- or partial performance of the contract. This shall only apply in the event that the Seller is not responsible for non-delivery and has concluded with due diligence a specific covering transaction with the supplier. The seller will make all reasonable efforts to procure the goods. Otherwise, the payment for the goods shall be returned immediately. The customer shall be immediately informed in the event of the non-availability or partial availability of the goods.

    (5) The contract will be concluded in the German language.

    (6) The text of the contract is saved by the seller and sent to the customer by email along with the legally effective T&Cs following contract conclusion.

     

    § 3 Retention of title and withdrawal

    (1) The seller retains title to the goods until all claims from an ongoing business relationship have been settled.

    (2) During the period of retention of title, the customer is obliged to treat the purchased item with care. The customer should protect technical devices from damage due to fire, water and theft at their own cost to the appropriate new value. The customer assigns all claims amounting to the invoice value which arise in the event of damage to the seller.

    (3) The customer must inform the seller in writing without delay in the event of damage or destruction of the product. The same applies to seizures or other third party interventions. If the third party is unable to compensate the Seller for the judicial and extrajudicial costs of a claim according to § 771 ZPO (Civil Code), the customer is liable for the losses incurred by the seller.

    (4) The customer is entitled to resell the purchase item in the ordinary course of business; however the purchaser shall already assign to the seller all claims amounting to the value of the invoice which arise from the resale to its purchaser or a third party, irrespective of whether the purchase item has been resold without processing or after processing. The purchaser remains entitled to collect this claim even after the assignment. The Seller’s authority to collect the claim itself remains unaffected. The Seller undertakes not to collect the claim, as long as the customer fulfils its payment obligations from the revenue collected, is not in arrears with payment and, in particular, no application for the opening of settlement or insolvency proceedings has been filed or suspension of payment is present. In these cases, the seller is entitled to demand that the purchaser notify them of the assigned claims and their debtors, make all necessary information ready for collection, hand over the related documents and notify their debtors (third parties) of the assignment. If the customer has sold the claim as part of genuine factoring, they shall assign to the Seller the claim against the factor taking its place.

    (5) The Seller accepts the assignments above.

    (6) The Seller commits to release the securities to which we are entitled, upon the customer’s request, should the realisable value of our securities exceed the receivables to be secured by more than 10%; the choice of which securities to release shall be incumbent upon the Seller.

     

    § 4 deterioration of the customer’s financial circumstances

    (1) If the Seller becomes aware of indications of an essential deterioration of the customer’s financial circumstances, which could lead them to expect that the customer may not be in a position to the fulfil their payment obligations at the point in time when they become due, the Seller may demand full payment of all invoices, and deem all non-due invoices as due.

    (2) If bankruptcy proceedings or insolvency are actioned against the customer’s assets, the Seller is entitled to withdraw from the contract, and to demand the goods from it, where the customer has not yet, or not fully paid the consideration. Any claims for damages of the Seller remain unaffected by this. After taking back the products, the Seller is authorised to utilise them. The revenue from the utilisation is to be offset against the customer’s liabilities - minus reasonable costs of utilisation.

     

    § 5 Compensation

    The price stated is binding.  Prices are in EURO plus value added tax, but not including shipping costs. The customer must bear the cost of customs duties and similar charges. The value added tax will be shown separately at the applicable rate. The prices valid on the day of conclusion of the contract shall apply. Unless otherwise agreed, the prices apply as ex warehouse.

     

    § 6 Payment options and delivery costs

    (1) By individual agreement, the customer may pay in advance / by bank transfer, direct debit or on account. The Seller reserves the right to exclude individual forms of payment. New customers may only pay in advance.

    (2) Unless otherwise agreed, the purchase price must be paid within 14 days after the order without deduction. Once this deadline has passed, the customer will enter into payment arrears. During this arrears period, he must pay interest on the debt at a rate of 9% above the base rate. The customer shall also owe a flat rate charge of 40 Euro while in payment arrears. This shall also apply if he is in arrears for an advance payment or any other instalment. The seller reserves the right to assert higher damages due to payment arrears. The lump sums from Section 4 shall be credited to a due compensation claim if the damage is due to the costs of legal proceedings. Our claim to commercial maturity interest (§ 353 HGB) remains unaffected.

    (3) The customer only has the right to off-set if their counter claims are legally established, recognised or not contested by the seller. The buyer’s right to off-set regarding contractual and other claims arising from the initiation or execution of this contract shall remain unaffected. The customer can only exercise a right of retention if their counter claim is based on the same contractual relationship.

    (4) The seller will deliver the goods in return for payment to the customer’s business premises or the immediate vicinity. The type of delivery and the amount of the delivery costs will be communicated to the customer separately before delivery.

     

    § 7 Delivery

    (1) The Seller delivers to UK only. Dispatch to other countries is only possible after an enquiry in advance.

    (2) Unless otherwise explicitly agreed, the Seller determines the appropriate type of shipping and the transport company at their own reasonable discretion.

    (3) The Seller  is only liable for the timely, proper deliver of the goods to the transport company, and is not responsible for any delays caused by the transport company.

    (4) The Seller will deliver the goods at the latest on the date agreed with the customer, or the intended date on the relevant offer page (day of handover of the goods by the seller to the shipping company) to the customer or, in the case of drop shipping, to the end customer, whereby this date is only an approximation and so may be exceeded by up to one working day. If no delivery date is agreed or indicated on the internet page, in-stock products or those marked as “in stock” online will be shipped within one working day (subject to a permitted sell-off in accordance with section 5). For delivery on account, the decisive deadline for the delivery date starts at the latest on the day of receipt of the full sales price, and for all other payment types, on the day the sales contract comes into effect.

    (5) If the product is in stock when the customer submits their offer, or it is marked as “in stock” during an order, and if delivery on payment in advance has been agreed with the customer, the Seller will keep the product in stock for a period of five working days after acceptance of the offer; if the Seller does not receive payment within this period, they are entitled to sell the product off at any time. In this case, the delivery will be made within the period specified in section 4, where there is adequate stock. Otherwise, a period of three weeks form receipt of payment applies for delivery, where the product can be delivered by the supplier. We would also refer to the proviso for appropriate self delivery as per § 2 section 4.

    (6) If the product ordered cannot be delivered, or delivered on time, the Seller must inform the customer without delay and give them an expected delivery date. We would also refer to the proviso for appropriate self delivery as per § 2 section 4.

    (7) The Seller is not liable if delivery dates cannot be met due to force majeure. Force majeure includes mobilisation, war, riot, strike, lock-out, environmental disasters or comparable, unforeseeable, events not in the area of responsibility of the Seller. In these cases the delivery deadline extends accordingly; moreover, the Seller and the customer are entitled to withdraw from the contract one month after the force majeure event, where the force majeure event lasts until then.

    (8) The customer’s legal rights due to a delivery delay remain unaffected by the regulation above.

    (9) The Seller is entitled to make partial deliveries in so far as a partial delivery would be reasonable for the customer while taking into consideration their own interests. The customer shall not incur any extra costs thereby.

    (10) Delivery by a transport company is made as far as the kerbside or ramp. The customer must inform the Seller of any particular features of the delivery such as delivery times, restricted access heights, maximum vehicle lengths, delivery via tail lift or maximum pallet height before conclusion of the contract, but in good time before delivery at the latest.

     

    § 8 Transfer of Risk

    (1) The risk of accidental loss and accidental deterioration of the goods is assumed by the customer upon being handed over; and for sales shipments this risk passes onto the customer upon delivery of the goods to the shipping company, freight carrier or other persons or institutions specified for execution of the shipment.

    (2) The handover shall remain the same if the customer delays acceptance of the goods. In the event of a delay of acceptance by the customer, the Seller is entitled to demand reimbursement for the extra expense incurred for the unsuccessful offer as well as the storage and maintenance of the items to be delivered.

    (3) Where the customer is not in arrears, the Seller assigns all claims against the transport of freight company to them.

     

    § 9 Guarantee

    (1) The goods delivered may deviate slightly within a reasonable limit from the products depicted online, in catalogues or other product descriptions. We would also refer to § 2 paragraph 1 of these General Terms and Conditions of Business.

    (2) The product should be inspected without delay for any quality or volume issues and obvious faults should by shown to the Seller within two weeks from receipt of the goods; otherwise any application of guarantee claims shall be excluded. Punctual sending of information or prompt notification shall be sufficient to satisfy the deadline. The customer shall bear the full onus of proof for all conditions of entitlement, especially for the defect itself, for the time of detection of the defect and for the timely notification of defects. § 377 HGB (German commercial code) shall apply to merchants.

    (3) At their own choice, the seller will resolve defects either by means of rectification or substitute delivery. Reimbursement of futile expenses as part of § 284 BGB is excluded.

    (4) While taking into account mutual interests, the customer has no right to withdraw from the contract for insignificant defects. Should the customer choose compensation in lieu of performance, the liability limitations shall be in accordance with § 10.

    (5) The basis for the Seller’s liability for the fault is, above all, the agreement made regarding the condition of the goods. Fundamentally, the condition of the goods is only agreed as the product description designated as such, (also that of the manufacturer), which is given to the customer before their order, or included in the contract in the same way as these T&C’s, unless explicitly agreed otherwise.

    Where the condition was not agreed, the legal directives should be used to judge whether a fault is present or not (§ 434 para 1 S 2 and 3 BGB). The Seller accepts no liability for the manufacturer’s public statements or those of third parties (e.g. advertising). This does not apply if the Seller is also the manufacturer of the product.

    (6) Deviating from the legal directive, the guarantee period amounts to one year from delivery of the product. The guarantee period begins with the transfer of risk as per § 8. The one-year warranty period does not apply if the seller is culpable of gross negligence, and also not in the event of damage to body and health and loss of life of the customer if attributable to the seller, nor in the event of a warranty or delivery recourse in accordance with §§ 478, 479 BGB. The liability of the seller pursuant to the Product Liability Act remains unaffected.

    (7) The seller grants to the customer no guarantees in the legal sense, unless expressly agreed otherwise. Manufacturer guarantees remain unaffected.

     

    § 10 Limitations of Liability

    (1) In the event of slightly negligent breaches of duty, liability shall be limited to foreseeable, direct average damage typical for the contract according to the type of goods involved. This also applies to the slightly negligent breaching of duties by the seller’s legal representatives or fulfilment/vicarious agents. The seller is not liable for insignificant contractual obligations in the event of slightly negligent breaches. In contrast, the seller is liable for the breaching of the legal interests of the customer which are material to the contract. Legal interests which are material to the contract are those which have to be granted to the customer by the contract in accordance with the content of the contract and its purpose. Furthermore, the seller assumes liability for breaches of obligations whose fulfilment is essential to the proper execution of the contract and upon compliance with which the customer should be able to depend.

    (2) The aforementioned limitations of liability do not affect claims of the customer based on guarantees and/or product liability. Furthermore, the limitations of liability do not apply in cases of fraudulent intent, breaches of contractual obligations, and damage to the body or health or loss of life of the customer, if said effects are attributable to the seller.

    (3) In the event of a breach of duty that is not attributable to a defect, the customer can only withdraw or give notice if the seller is responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. Otherwise the legal preconditions and legal consequences are applicable.

    (4) The Seller is only liable for their own content on their website. If links are provided to enable access to other websites, the Seller shall not be held responsible for the external content contained therein. The external content does not become proprietary. Where the Seller becomes aware of illegal content of external websites, they will immediately block access to these pages, where this is technically possible and reasonable.

     

    § 11 Final provisions

    (1) The law of the Federal Republic of Germany applies to this contract under exclusion of the UN Convention on Contracts for the International Sale of Goods.

    (2) If the customer is a merchant, legal entity under public law or special fund under public law, the place of jurisdiction for any disputes arising from this contract shall be the court responsible for the location of the seller’s office, except in the case of an exclusive place of jurisdiction. However, the seller is also entitled to bring legal charges against the merchant through the court at their residence or place of business.