1. General – Scope
- (1) These terms and conditions apply to all current and future business relationships. Deviating, conflicting or supplementary terms and conditions, even if known, are not part of the contract, unless their validity is expressly agreed in writing.
- (2) These terms and conditions apply exclusively to entrepreneurs, ie natural or legal persons or partnerships with legal capacity, with whom business relationships are entered into that take place within the framework of a commercial or independent professional activity.
- (3) The offer for goods is aimed exclusively at buyers who are to be regarded as entrepreneurs within the meaning of 14 Abs. 1 BGB.
2. Conclusion of contract
- (1) All offers, whether digital or in print, are non-binding and subject to change. This applies in particular to prices, illustrations and brochures. Technical changes and changes in shape, color and / or weight are reserved within reasonable limits.
- (2) By accepting an offer or by ordering products, the contractor bindingly declares to purchase the ordered product. We are entitled to accept the contract offer made against us or against one of our representatives within two weeks of receipt. Acceptance is either in writing or by handing over the goods to the contractor.
- (3) The conclusion of the contract is subject to the correct and timely delivery by our suppliers. This only applies in the event that the non-delivery is caused by an obstacle that we are not responsible for, in particular when concluding a congruent hedging transaction with our supplier. The entrepreneur will be informed immediately about the unavailability of the service. The consideration will be refunded immediately, if already done.
- (4) If the delivery deadline is not met, the entrepreneur may set a deadline of at least 15 days in writing. After this period, a further period of at least 15 days must be set. If this period of grace expires without success, the entrepreneur can withdraw from the contract of sale. A claim for damages does not exist, unless the default is based on intent or gross negligence.
3. Default of acceptance
If the customer defaults on delivery with due delivery, we are entitled to claim damages after a period of grace of at least 10 days or to withdraw from the contract.
All prices are net plus VAT. The prices are valid until further notice. Errors, misprints and prior sale reserved.
- (1) In the case of defects of the goods, we shall provide warranty at our option through repair or replacement.
- (2) If the supplementary performance fails, the entrepreneur may, at his discretion, demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). If there is only a minor lack of conformity, especially if there are only minor defects, the entrepreneur has no right of withdrawal.
Obvious defects must be reported in writing by the entrepreneur within four weeks after receipt of the goods; Otherwise the assertion of warranty claims is excluded. The appointment is sufficient for the timely dispatch. The entrepreneur bears the full burden of proof for all claims, in particular for the defect itself, for the time of detection of the defect and for the timeliness of the complaint.
- (3) If the entrepreneur chooses to resign from the contract due to a defect after failed supplementary performance, he is not entitled to any compensation. If the entrepreneur chooses compensation for damages after a failed supplementary performance, the goods remain with the entrepreneur if this is reasonable for him. The compensation is then limited to the difference between the purchase price and the value of the defective item. This does not apply if we or one of our vicarious agents have caused the breach of contract grossly negligently, intentionally or even maliciously.
- (4) The warranty period is one year from the delivery of the goods.
- (5) The quality of the goods is basically only the product description on our part or the manufacturer. Public statements, advertising or advertising of the manufacturer do not constitute a contractual quality statement of the goods.
- (6) The entrepreneur does not receive any guarantees in this case. Production guarantees remain unaffected.
6. Transfer of risk – shipment
- (1) The dispatch takes place only on calculation and danger of the entrepreneur. The risk of accidental loss and accidental deterioration of the goods is transferred to the contractor at the time of delivery, in the case of purchase of the goods upon delivery of the goods to the shipper, carrier or person. or institution otherwise intended to carry out the shipment.
- (2) The transfer is the same if the contractor is in default of acceptance.
- (3) If the entrepreneur does not specify a special shipping order, we will ship the goods according to the appropriate shipping route
- (4) Transport damage must be reported immediately and the goods are to be returned to us with a declaration of consent from the freight forwarder, the post office, the railway or other parcel service as well as a declaration of assignment by the contractor. Thereafter, a replacement delivery can be made by us, provided that the conditions of use of the transport company are complied with and the contractor has handed over all necessary documents and information.
7. Terms of payment, default
- (1) After delivery of the goods to the entrepreneur, the invoice plus shipping costs and VAT will be issued. The invoice amount is due immediately without any deduction. A discount is prohibited.
- (2) In the case of purchase, the purchase price plus transport costs is to be understood.
- (3) The entrepreneur is only entitled to offsetting if his counterclaims have been legally established or recognized by us. The entrepreneur can only exercise a right of retention if his counterclaim is based on the same contractual relationship.
- (4) In case of default of payment, we are entitled to exclude the entrepreneur from further deliveries, even if they have already been confirmed, and to assert a corresponding right of retention. In exceptional cases, especially if the contractor is urgently dependent on the delivery, which he must immediately after proof of the right of retention and evidence to prove, the delivery will be made after advance payment or cash on delivery.
- (5) Without prejudice to further claims, we charge default interest in the amount of 9% pa, but at least interest according to 288 BGB.
- (1) Unlimited liability: We are fully liable for intent and gross negligence as well as according to the Product Liability Act. For slight negligence we are liable for damages resulting from injury to life, limb or health of persons.
- (2) The following limitation of liability applies: In case of slight negligence, we are only liable for breach of a material contractual obligation, the fulfillment of which allows the proper execution of the contract and which you may be responsible for. to be trusted on a regular basis. The liability for slight negligence is limited to the damage foreseeable at the time of the conclusion of the contract, which is typically to be expected. This limitation of liability also applies to our vicarious agents.
9. Retention of title
- (1) We reserve the title to all goods delivered by us until the entrepreneur has completely fulfilled all claims arising from the current business relationship.
- (2) The entrepreneur is entitled to resell the goods in the ordinary course of business. He already assigns to us all claims in the amount of the invoice amount due to him from the resale against a third party. We accept the task. After the assignment, the entrepreneur is entitled to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur fails to properly meet his payment obligations and is in default of payment.
- (3) The entrepreneur is obliged to handle the goods with care. If maintenance and inspection work is required, the contractor must carry this out regularly at its own expense.
- (4) The entrepreneur is obliged to grant us third party access to the goods, e.g. in case of seizure, as well as any damage or destruction of the goods immediately. In the event of seizure of the goods subject to retention of title or claims assigned to us by third parties, the contractors and the enforcement bodies, the contractor shall immediately and verbally and in writing immediately upon our rights (retention of title) and otherwise all our rights. In case of a change of ownership of the goods as well as his own change of residence or relocation the entrepreneur has to inform us immediately, as long as there is a reservation of title.
- (5) We are entitled to withdraw from the contract in case of breach of contract by the contractor, in particular in case of default in payment or in case of breach of an obligation according to Art. 3 and 4, and to demand the recovery of the goods.
- (6) The processing and processing of the goods by the contractor always takes place in the name and for the account of us. If processing is performed on items that we do not own, we acquire co-ownership of the new item in proportion to the value of the goods we deliver to the other processed items. The same applies if the goods are mixed with other, not belonging to us objects.
10. Final Provisions
- (1) The substantive law of the Federal Republic of Germany applies.
- (2) The place of jurisdiction for all disputes arising from this contract is the registered office of RAY Europe GmbH. The same applies if the entrepreneur does not have a general place of jurisdiction in Germany. Should individual provisions of the contract with the contractor, including these general terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid one.
RAY Europe GmbH, den 01.11.2017