GENERAL TERMS AND CONDITIONS OF VILLA GAIA & FRIENDS GMBH, BERLIN

 

 

§1 Finalised contract and contents

 

1
Our services exclusively refer to these Terms and Conditions. This also applies to all future contractual relations, in particular verbal orders from the customer, without the need to refer explicitly to our Terms and Conditions again.

2
Purchase conditions within our Terms and Conditions contradictory of the customers terms are not recognised by us. You will, however, receive a written confirmation from our side of the contract.

3
Our agents, employees or representatives are authorised to accept job offers from the customer. In addition, you have no power to contract and are not entitled to legally engage in our business.

4
A purchase contract is only accepted by the customer, through the delivery of ordered goods. We reserve the right to accept the contract offer by the customer within a period of up to 21 days.

 

§2 Deliveries

 

1
Ordered goods will be classed as delivered once they have been shipped to the carrier. In addition to the purchase price a delivery charge will be calculated for the shipment – these will be shown separately.

2
Partial deliveries and short deliveries are permitted and do not constitute a defect within the meaning of §§434 following the civil code. Delivery of several articles at the same time will only occur with a clear and express prior written agreement.

3
If the goods ordered by the buyer for an agreed delivery against an advance payment or deposit when placing the order, the buyer will be in default if he does not pay the outstanding balance of the purchase amount within the agreed deadlines under §5 paragraph 1. In this case, the seller expressly reserves the right to terminate the purchase agreement and to claim a sum, by way of damages, of 20% of the value of the goods as compensation for the non-fulfilment of the purchase agreement by the buyer. The netting off advance payments are permitted. Where there is adequate justification, the right to claim higher damages remains the reserve of the seller.

 

§3 Delivery Dates

 

1
Orders with a fixed delivery date will not be accepted.

2
The delivery date, as determined by us, is stated on the order confirmation.

3
Orders for immediate delivery are met, on our part, once the goods are handed over to the carrier.

4
In case of unforeseen circumstances regarding delivery, the agreed upon delivery date is automatically extended by the period during which delivery by the carrier was interrupted by. In such cases, the buyer will be informed immediately about the reason for the delay in delivery, unless it is clear that the agreed delivery dates cannot be complied with. If delivery is delayed, the buyer can withdraw from the purchase agreement. However, they must announce a grant a respite of at least 2 weeks before they can deliver the notice of cancellation.

5
In the above cases, the customer’s claims for damages are excluded, unless the buyer can prove it was the intent of the seller in its failure to implement the execution of contractual deliveries and in accordance with §6 paragraph 5 a major factor has not been fulfilled.

 

§4 Warranty & Limitation of Liability

 

1
The customer has 8 days, from receipt of the goods, to submit a complaint, to the seller in writing, regarding obvious issues with the received goods. Latent defects must be complaint must be made within the statutory limitation periods and of noticing the defect in writing to the seller.
The time limit for claims under §377 German Commercial Code does not differ for general merchants.

2
If you have any returned goods the customer is obliged to inform the seller before the goods are dispatched via this return. In the case of a justified return the buyer will be refunded the shipping costs.

3
The seller is liable only for intent and gross negligence. This does not include injury to life, body and health.

4
Buyer’s claims to defects or damages shall expire one year from delivery of goods; regardless, it remains the buyer’s right to reduce the purchase price or rescind the contract.

5
The risk of accidental loss and deterioration of the goods shall pass to the buyer as soon as the products are handed over. In the case where the seller, at the buyer’s request, sends the goods sold to a location other than the place of delivery the aforementioned risk passes to the buyer when the seller hands over the goods to the carrier or other person entrusted with the transportation.

 

§5 Payments

 

1
The commercial invoices of the seller are, unless otherwise agreed in writing, for payment due as follows:
A) Payment within 10 days from date of invoice is with 2% discount.
B) Payment within 30 days from the invoice date without any discount.

2
The seller reserves the right to assign the purchase price claim for collection to a third party, in particular to factoring companies. If on the invoice for the delivery of goods the appropriate notice and bank account of the recipient is shown, the factoring company can make payment with the effect of discharging the debt.

3
Offsetting by the purchaser against any counterclaims is not permitted, unless these are undisputed or legally binding.

4
Representatives or agents of the seller are not authorised for debt collection.

 

§6 Title retention and delivery obligation

 

1
The seller retains the ownership of the goods until all claims of the seller against the buyer, that arose from the business relationship, including all future claims arising from concurrent or subsequent contracts, have been settled. This also applies if some or all of the claims of the seller have been included in an outstanding account and the balance has been recorded and accepted.

2
The buyer is only entitled to subsequently resell the reserved goods in the ordinary course of business if he has already assigned to the seller all claims against the purchaser or a third party, which result from the resale. If the reserved goods are sold without being processed or after being processed or in connection with goods which are the exclusive property of the buyer, the buyer shall already assign the full amount of the claims to the seller which may arise out of the resale. If reserved goods are sold by the buyer after processing or combining together with goods not belonging to the seller, the buyer shall now assign the claims equal to the value of the reserved goods with all ancillary rights and priority over other claims. The seller shall accept this assignment.
The buyer is entitled to have the right to collect such receivables even after assignment. The seller’s right to collect the claims shall remain unaffected; however, the seller undertakes not to collect the claims as long as the buyer meets its payments and other obligations. The seller may also demand that the buyer discloses the assigned claims and their debtors, provide all the information necessary to collect the claims, hand over all relevant documents and inform the debtors of the assignment.

3
In case of default by the buyer, the seller is entitled to repossess the goods in the event of payment default and the buyer is obliged to surrender possession of the goods and allow its authorised representative, for this purpose, access to its sale or storage rooms.

4
The value of goods under retention of title is limited to an amount which does not exceed the balance of the supplier’s claims by 20%.

5
The seller is entitled to suspend deliveries and withdraw from the contract if the buyer is in arrears with the payments, in accordance with the provisions of §5 paragraph 1, and to collect the goods from their various locations, or if for example an intermediary factoring company or credit insurance reduces or suspends the line of credit already granted to the customer, with the result that the delivery of goods are no longer fully and completely secured. In the latter case, the seller has to provide evidence of a delivery stop communication or withdrawal from the contract and the reduction or withdrawal of the pre-existing line of credit through the credit insurance or factoring company.

 

§7 Authorised Resellers

 

1
The buyer is authorised to resell the goods supplied by the seller only in premises set aside and only to end users, which are indicated in the contract offer.

2
The transfer of goods to resellers by sale, assignment or exchange is prohibited. The buyer is liable, to the seller, for all damages and disadvantages that may arise from the resale of former goods supplied by third parties without the permission of the seller. In particular, the resellers are liable for damages resulting from the breach of exclusive rights protection, which may have been granted to any third party sellers.

3
Any exclusive rights of sale, that have been granted to the buyer in a legally binding form, will only apply for the season to which those particular goods relate.

 

§8 Other

 

1
Place of performance for all contractual obligations between the parties is situated at the place of business in Berlin.

2
The General Terms and Conditions of Sale, Delivery and Service are written in German and English. The English version is for informational purposes only and is not a component of the General Terms and Conditions of Sale, Delivery and Service. Thus in the event of deviations between the German and the English version, only the German version shall apply.

3
The exclusive place of jurisdiction for all disputes arising shall be the district court of Charlottenburg.

4
If individual provisions of these General Terms and Conditions of Sale, Delivery and Service should be void or invalid in whole or in part, this shall not affect the validity of the remaining provisions. To the extent that the contract or these General Terms and Conditions of Sale, Delivery and Service contain omissions, these omissions shall be considered filled by the legally valid provisions that the contractual partners would have established if they had been aware of the omission, such valid provisions reflecting the commercial aims of the contract and the purpose of these General Terms.