General Conditions of Sale (General Terms and Conditions)
1. Area of Validity
(1) German Law applies to the legal relationship between the customer and us. These sales and delivery conditions are legally binding for all commercial relationships, sales and other legal transactions between us and our customers. Any deviating agreements or amendments, agreements made by telephone or orally are only binding if they are confirmed by us in writing. Our representatives and travelling salesmen are not authorized to make binding declarations for us or to accept payments. The customer waives their own general terms and conditions, if he does not explicitly contradict this in writing. If individual conditions be contractually excluded or become legally invalid, this does not affect the validity of the remainder of the conditions.
(2) These conditions of sale also apply for all future transactions with the purchaser, as far as it is related to legal transactions.
2 Our offers are subject to change without notice. If an order is to be seen as an offer pursuant to § 145 German Civil Code, we can accept these within 2 weeks.
3 Transferred Documents
We reserve the right to ownership and copyrights for all documents transferred to the purchaser in relationship to the placing of the order such as cost estimates, illustrations, etc. These documents may not be made available to third parties, unless we give the purchaser our express written consent for this. As far as we do not accept the purchaser’s offer within the period of No. 2, then these documents must be returned to us immediately.
4 Price and Payment
(1) If nothing to the contrary is agreed upon in writing, the prices are understood to be in Euros ex works excluding packaging and insurance and in addition to value added tax in the current rate applicable.
Costs and packaging will be listed separately on the invoice.
(2) Confirmed prices apply only upon acceptance of the confirmed quantities.
(3) The payment of the purchase price must be made exclusively to the account named on the reverse. The deduction of cash discount is only permissible with special agreement in writing.
(4) In the case of price and cost increases which occur between the conclusion of the contract and the delivery we are entitled to undertake a corresponding price adjustment, if the delivery is made more than 4 months after the conclusion of the contract.
(5) TERMS OF PAYMENT
Our terms of payment are: cash on delivery or payment in advance.
Payment is expected immediately for our deliveries unless otherwise agreed. The goods are considered to be delivered, if they are not immediately recalled after the notification of your readiness for shipment.
We are not required to accept checks and bank drafts. We will accept drafts only with the reservation of possibilities for discounting. Checks and drafts will only be credited after their encashment, assignment of claims only after payment, the claim and its maturity remain unaffected until that point. We accept no guarantee for the prompt encashment and protesting. Discount, protest, and collection charges are paid by the customer.
If there are multiple claims against the customer, then we determine the allocation of incoming payments. Set-off and withholding are excluded, with the exception of uncontested or legally determined claims and respectively in case of the existence of a right of refusal of performance according to § 320 of German Civil Code.
If the customer is in default of payment of an invoice, then all of his obligations become due immediately and we can require payment in advance for any deliveries which are still outstanding. Furthermore, in this case all terms of payment with regards to all claims are rescinded. In the case of stoppage of payment by the customer, or of seeking a settlement or moratorium, in case of the dishonoring of a check or draft, bankruptcy or the introduction of other legally mandatory enforced measures of any kind, the same applies.
(6) DEFAULT OF PAYMENT AND CREDITWORTHINESS
If payment deadlines are exceeded we have the following rights upon notice of default:
a) the right to withdraw from all contracts without grace period or to require compensation for damages due to non-fulfillment, to claim our reservation of property rights, to take possession of delivered goods, to immediately require securities, also of those secured by property such as mortgage loans, to reject all securities on deposit and to make all outstanding payments due immediately. In case of default the goods which have been delivered by us are to be stored separately and to be labeled as our property.
b) To charge default interest in the amount of 2% above the current Federal State Central Bank-discount upon the due date.
c) to make claims for additional damages due to the default.
We must be notified immediately in writing of changes in the ownership, corporate form or other circumstances which affect the economic relationships as well as changes in address.
Such changes in the person or economic relationships of the customer entitle us, according to our judgment and choice:
a. to make claim for payment or provision of security, as listed above in a). because of payable or deferred claims from all existing contracts, this also applies to drafts which have been accepted.
b. to refuse the fulfillment of the existing contracts until payment is made in advance or a security is deposited, to withdraw from the contract or to require payment for damages due to non-fulfillment.
We have the same rights if the customer violates our contractual terms or falls into payment difficulties.
5 Set-Off and Right to Withholding
The purchaser only has the right to set-off, if his counter claims are determined to be legally valid or are not contested. The purchaser is authorized to the exercise of the right of withholding in so far as his counter claim is based on the same contractual relationship.
Dimensional, weight, quality, and other performance information is only approximate and is not binding for us. Deviations in the framework of the customary tolerances and practices are permitted to us of the same deviations, which are customary or are technically required. The same applies if the goods deviate from the samples provided.
Claims for confirmation must be made immediately in writing, no later than 3 days after receipt.
6 Delivery and Delivery Time
(1) The start of the delivery time indicated by us determines the timely and correct fulfillment of the purchaser’s obligations. The objection due to non-fulfillment is reserved.
The delivery is made at the customer’s expense. The customer assumes the entire risk for loss or any type of damage, even if freight paid delivery is agreed upon, from the moment the goods leave the factory. If the shipment is delayed at no fault of our own, then the goods are to be stored at the customer’s cost and risk. In this case the notification of readiness to accept delivery is for us the same as shipment.
Partial deliveries are permitted. They are considered to be stand-alone deliveries. The choice of the transportation route and means of transportation is reserved by us. We refer here in particular to the exemption from liability clause in No. 2.
The minimum amount per order is 30 EURO net.
(3) DELIVERY DATES AND DELIVERY TIMES
If circumstances arise for us or our suppliers which make the production, procurement, or delivery of the purchased goods severely difficult or impossible, then we are released from the obligation of performance for the duration of the impediment and its consequences. We can also unilaterally cancel the concluded contract according to our choice either completely or in part through written declaration of withdrawal. Default or claims for compensation on the customer’s part regardless of upon which legal grounds, are excluded in these cases. Circumstances of the type described above are in particular all cases of force majeure (such as for example: war, mobilization, interruption of transportation, disruptions of business operations, strikes, confiscations, prohibitions of imports/exports), even if they occur in the country of our supplier, as well as all cases of incorrect or untimely delivery to ourselves. In case of delay of delivery our liability is limited to intentional and gross negligence.
(4) Additional legal claims and rights of the purchaser due to delay of delivery remain unaffected.
(5) PACKAGING AND TRANSPORTATION INSURANCE
The goods are shipped packaged in the manner customary for this industry. The packaging is charged at net cost. Insurance against shipping damages or transportation losses is made only at the express request of the customer and at his expense. Notifications of claims must be made immediately upon receipt of the goods and to be immediately confirmed as the type and extent. Shipping damages and missing quantities must be determined immediately upon arrival of the shipment through official assessment of damages or equivalent verification and noted on the accompanying documents (bill of lading, etc.). Claims resulting from the damages must be assigned to us upon request.
7 Notification of Defects and Liability for Defects
Notification of defects must be received by us itemized and in writing no later than one week after the arrival of the goods at the point of destination. Defects, which could not be detected even through careful inspection within this period must be notified immediately upon their discovery. Guaranty claims can no longer be made three weeks after the delivery.
Through negotiations concerning claims we do not waive the claim that the notification of defect was not made in a timely manner or was insufficient. Goods, which are purchased as minimum quality, do not fall under the claim of defect. In the case of justified claim of defect we have the right to choose either rescission of the purchase or reduction of the purchase price. Furthermore no additional claims exist against us, in particular no claims for compensation of direct and indirect damages, unless we are guilty of grossly negligent or intentional violation of contract. Our liability is cancelled by unauthorized tampering with the goods or tampering by third parties.
8 Reservation of Property Rights
(1) Our deliveries are made exclusively under the reservation of property rights. The ownership only transfers to the customer when he has fulfilled all of his obligations to us. Warranty claims of any kind must be immediately submitted in writing, at the latest one week after receiving the goods. In the event of justified claims, we will deliver a replacement or voucher after receiving the rejected goods. Other warranty claims as well as additional liability, in particular for consequential damages, are hereby excluded. In case of a modification of the delivered good every claim expires.
(2) Goods delivered under the reservation of property rights must be stored separately and be labeled as our property.
(3) For open accounts the reserved ownership also applies as security for our payment balance request. The handling, processing, or other utilization of goods delivered by us which are still our property is considered to have been done on our behalf, without any obligations on our part as a result. If the goods are mixed or combined with other objects, then the customer herewith transfers his ownership and respectively co-ownership in the mixed property or new object to us and stores this with due business diligence at no cost for us.
(4) The customer may sell the delivered goods only in normal course of business and may not agree to any non-assignment clause with his client. He is furthermore obligated to furnish his client with our reservation of property rights. Encroachments on our rights, in particular attachments, must be notified to us by the customer immediately in writing. In the case of attachment he must send us a copy of the attachment protocol and an affidavit, in which it is stated that our reservation of property rights to the attached item are still in force. The customer is liable for costs and damages, which arise through such attachments.
(5) With the going into effect of these sales and delivery conditions the customer relinquishes all claims with all ancillary rights and securities until the complete payoff of all of our claims which result for him from the future sales of the goods delivered by us to his client, in addition in the amount of the invoiced amount of the goods delivered by us and sold by the customer plus 50%. If the value of the assignments and securities exceed our claims in total by more than 20%, then we are obligated in this respect to release, upon request by the customer, the appropriate security of our choice.
(6) Upon our request the customer is obligated to notify his customer of assignment and to give us the required information for the enforcement of our rights against the client and to submit documentation. We are also entitled and authorized to inform the client of our customer of the assignment.
If we notify the customer’s client of the assignment, then this qualifies as the revocation of the following direct debit authorization. We can at any time request the disclosure of his client, the amount the and legal grounds for the claim, to which the assignment agreed upon in the above section is refers. The customer must also permit us inspection of his books and invoices for this purpose. The customer is empowered to collect the assigned claim for us, but only so far as he fulfills his payment obligations to us. The authorization of the customer to receive the payment can be revoked by us. The amounts received must be stored separately by the customer and must be paid to us immediately. Intervention expenses are paid by the customer.
(7) Processing or other utilization also qualifies as sale in the sense of these sales and delivery terms and conditions.
(8) If we make claims to our reservation of property rights on the basis of section 4 and request the accounting of goods which have not yet been sold, then the customer must refrain from any disposal of these and give us an account of our property.
The customer is obligated to compensate us for damages which result from a return of the goods.
(9) The resale of good delivered by us against partial payment is only permitted if the hire-purchase agreement is transferred to us on account of payment. The transfer of this type of hire-purchase agreements to third parties is not possible as a result of our reservation of property rights and the assignment in advance of the claim.
(10) The customer is obligated to insure the goods against fire and theft and to provide us with proof of insurance upon request. All insurance claims based on this contract with regard to the goods delivered under reservation of our property rights are herewith ceded to us.
8 Place of Fulfillment and Court of Jurisdiction
Place of Fulfillment for the delivery is the shipping point of the goods. The Court of Jurisdiction for merchants, corporations organized under public law and separate contracts under public law is Backnang. In addition Backnang is the court of jurisdiction for claims in collection procedures and for complaints against persons whose legal residence is unknown. This also applies expressly for all cases of draft and check actions.
9 Exclusion of risks
All risks are excluded for cleaning, dying, and processing of hairpieces as well as the fabrication by third parties.
(1) This contract and the entire legal relationship of the parties fall under the laws of the Federal Republic of Germany with the exclusion of the UN Uniform Convention on the International Sale of Goods (CISG).
(2) All agreements which are made between the parties for the purpose of fulfillment of this contract are stipulated in this contract in writing.
(3) If individual provisions of this contract are invalid or become invalid or contain a loophole, the other provisions remain unaffected by this. The parties pledge to agree to a legally permissible regulation in place of the invalid regulation, which comes as close as possible to the economic intent or respectively closes this loophole.