1. General – Scope
These terms and conditions apply to all current and future business relationships. Deviating, opposing, or supplementary general terms and conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing. These terms and conditions apply exclusively to business entities, meaning natural or legal persons or legally capable partnerships that engage in business relationships in the context of a commercial or self-employed professional activity. The offer for goods is directed exclusively at buyers who are considered entrepreneurs within the meaning of §14(1) BGB (German Civil Code).
2. Conclusion of Contract
All offers, whether digital or printed, are non-binding and subject to change. This particularly applies to prices, illustrations, and brochures. Technical changes and changes in form, color, and/or weight are reserved within reasonable limits. By accepting an offer or placing an order for products, the contractor declares bindingly that they wish to purchase the ordered product. We are entitled to accept the contract offer directed towards us or one of our representatives within two weeks of receipt. Acceptance is either in writing or through the delivery of the goods to the contractor. The conclusion of the contract is subject to the correct and timely supply by our suppliers. This only applies if the non-delivery is caused by an obstacle that we are not responsible for, particularly if a corresponding covering transaction with our supplier fails. The entrepreneur will be informed immediately about the non-availability of the service. The consideration will be refunded immediately if payment has already been made. If the delivery deadline is not met, the entrepreneur can set a deadline of at least 15 days in writing. After this period, a further deadline of at least 15 days must be set. If this additional period expires without success, the entrepreneur can withdraw from the purchase contract. A claim for damages does not exist unless the delay is due to intent or gross negligence.
3. Default of Acceptance
If the client defaults in accepting a properly delivered product, we are entitled, after setting a grace period of at least 10 days, to claim damages or withdraw from the contract.
4. Prices
All prices are net, plus VAT. The prices are subject to change until revoked. Errors, misprints, and prior sale are reserved.
5. Warranty
In the case of defects in the goods, we provide a warranty at our discretion by either rectifying the defect or delivering a replacement. If rectification fails, the entrepreneur can demand a reduction in the price (reduction) or withdraw from the contract (withdrawal). In the case of only minor contractual breaches, especially in the case of only minor defects, the entrepreneur is not entitled to withdraw. Obvious defects must be reported by the entrepreneur in writing within four weeks of receiving the goods; otherwise, the assertion of the warranty claim is excluded. The deadline is met if the notification is sent in time. The entrepreneur bears the full burden of proof for all claims, particularly for the defect itself, for the time of its discovery, and for the timeliness of the complaint. If the entrepreneur chooses to withdraw from the contract due to a defect after a failed rectification, they are not entitled to any damages in addition. If the entrepreneur opts for damages after a failed rectification, the goods remain with the entrepreneur, provided this is reasonable. The damages are 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 agents caused the breach of contract through gross negligence, intent, or malice. The warranty period is one year from the delivery of the goods. As a rule, only the product description provided by us or the manufacturer is considered a specification of the goods. Public statements, promotions, or advertising by the manufacturer do not constitute a contractual specification of the goods. The entrepreneur does not receive any guarantees in this respect. Manufacturing guarantees remain unaffected.
6. Transfer of Risk – Shipping
Shipping is carried out solely at the risk and expense of the entrepreneur. The risk of accidental loss and accidental deterioration of the goods passes to the contractor upon delivery, in the case of sale involving the carriage of goods, when the goods are handed over to the freight carrier, the carrier, or the person or institution otherwise designated to carry out the shipment. The transfer is equivalent if the contractor is in default of acceptance. If the entrepreneur does not specify a particular shipping method, we will dispatch the goods according to the relevant shipping route. Transport damages must be reported immediately, and the goods must be returned to us with a damage report from the carrier, postal service, railway, or other parcel service, along with a declaration of assignment by the entrepreneur. Thereafter, a replacementdelivery can be made by us, provided the transport company’s conditions are met, and the contractor has provided all necessary documents and information.
7. Payment Terms, Default
After delivery of the goods to the entrepreneur, an invoice including shipping costs and statutory VAT is issued. The invoice amount is due immediately without any deduction. Discount deductions are not permitted. In the case of purchase, the purchase price includes transport costs. The entrepreneur is only entitled to set-off if their counterclaims are legally established or recognized by us. The entrepreneur may only exercise a right of retention if their counterclaim is based on the same contractual relationship. In the event of payment default, we are entitled to exclude the entrepreneur from further deliveries, even if already confirmed, and to assert a corresponding right of retention. In exceptional cases, particularly when the entrepreneur urgently depends on the delivery, which must be immediately reported and proven after asserting the right of retention, the delivery will be made against prepayment or cash on delivery. Notwithstanding further claims, we charge default interest at 9% p.a., but at least interest according to §288 BGB, in the event of payment default.
8. Liability
Unlimited liability: We are fully liable for intent and gross negligence, as well as under the Product Liability Act. In cases of slight negligence, we are liable for damages resulting from injury to life, body, or health of persons. The following liability limitation applies: In cases of slight negligence, we are only liable for breaches of essential contractual obligations, the fulfillment of which enables the proper execution of the contract in the first place and on which you may regularly rely. Liability for slight negligence is limited to the foreseeable damage typical of the contract at the time of conclusion. This liability limitation also applies to our agents.
9. Retention of Title
We retain ownership of all goods delivered by us until the entrepreneur has fully satisfied all claims from the ongoing business relationship. The entrepreneur is entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice total, which accrue to him against a third party as a result of the resale. We accept the assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly meet their payment obligations and is in default. The entrepreneur is obliged to treat the goods with care. If maintenance and inspection work is required, the contractor must carry it out regularly at their own expense. Theentrepreneur is obliged to inform us immediately of any third-party access to the goods, e.g., in the event of seizure, as well as any damage to or destruction of the goods. The contractor will promptly notify the bailiffs or other enforcement officers, orally and in writing, of our rights (retention of title) and all our other rights in the event of attachment of the reserved goods or claims assigned to us by third parties. If there is a change in ownership of the goods or a change of their own residence or business location while retention of title still exists, the entrepreneur must immediately inform us. We are entitled to withdraw from the contract in case of contractual breaches by the contractor, especially in case of payment default or breach of an obligation according to paragraphs 3 and 4, and to demand the return of the goods. Processing and handling of the goods by the contractor is always carried out in our name and on our behalf. If processing is carried out with items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the goods delivered by us to the other processed items. The same applies if the goods are mixed with other items that do not belong to us.
10. Final Provisions
The material law of the Federal Republic of Germany applies. The place of jurisdiction for all disputes arising from this contract is the location of HDX WILL Europe GmbH. The same applies if the entrepreneur has no general place of jurisdiction in Germany. Should individual provisions of the contract with the entrepreneur, including these general terms and conditions, be or become invalid in whole or in part, this does not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid one.
HDX WILL Europe GmbH, January 1, 2022