Terms & Conditions
The dealer shop www.brands-for-future.eu is operated by:
Project Sixto GmbH
GENERAL TERMS AND CONDITIONS FOR USE IN BUSINESS WITH NON-CONSUMERS (WHOLESALE SECTOR)
The following text has been translated from German by DeepL.com
§ 1 General - Scope of Application
I. Unless otherwise expressly agreed, the following "General Terms and Conditions" shall apply to all contracts, deliveries and other services in business transactions with non-consumers within the meaning of § 310 I BGB (German Civil Code). Any deviating terms and conditions, in particular the customer's terms and conditions of purchase, are hereby rejected.
II. Within the scope of an ongoing business relation between merchants the terms and conditions become part of the contract even if Project Sixto GmbH, (hereinafter referred to as supplier) has not explicitly pointed out their inclusion in the individual case.
§ 2 Offer and conclusion of contract
I. The offers made available in the catalogues and sales documents of the supplier as well as on the internet are subject to change and non-binding and therefore only to be understood as an invitation to submit an offer. This does not apply if the supplier expressly designates them as binding in writing.
II. a contractual offer is deemed to have been accepted when the supplier either confirms it in writing or when it has been executed by delivering the goods to the customer. In the latter case, the delivery note or goods invoice shall be deemed to be the order confirmation.
III. as far as employees of the supplier make verbal additional agreements deviating from these conditions or give assurances, these require the confirmation of the managing director of Project Sixto for their effectiveness. Verbal declarations of authorised representatives remain unaffected by this regulation.
IV. If facts become known to the supplier after the conclusion of the contract, which, according to dutiful commercial discretion, lead to the conclusion that the claim for the purchase price is endangered by the customer's lack of ability to pay, the supplier is entitled to demand from the customer, after a reasonable period of time and at the customer's choice, concurrent payment or sufficient securities and, in case of refusal, to withdraw from the contract, whereby the invoices for partial deliveries already made are immediately due.
V. A subsequent reduction or cancellation of a legally effective order can only be made on the basis of special agreements and only if the goods are not in stock and the supplier is prepared to take the goods back. The supplier is then entitled to deduct an appropriate percentage of the net invoice amount for handling costs, inspection and repackaging. Damaged goods will not be credited. In cases of contestation of error, the supplier has a claim for damages in accordance with § 122 BGB.
VI. The contract is subject to correct and timely delivery by the suppliers. The customer will be informed immediately of any non-availability.
§ 3 Data protection
I. The supplier stores and uses personal data of the customer for processing and - if necessary - within the usual scope for credit assessment in current and concluded contractual relationship.
II. the data is used for the further maintenance of the customer relationship.
§ 4 Prices, terms of payment and delivery, transfer of risk
I. Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT.
II. all orders are always delivered against advance payment; however, the agreed purchase price is due for payment without deduction immediately upon delivery of the goods at the latest, unless otherwise stated below or in the respective invoice.
III. All export orders shall only be delivered against advance payment. Deliveries to third countries are generally made duty unpaid and untaxed.
IV. The supplier reserves the right to change prices appropriately if cost changes occur after conclusion of the contract, in particular due to price changes on the part of the suppliers.
V. In the event of default in payment, the statutory provisions shall apply. Agreed discounts shall not be granted if the customer is in arrears with payment from earlier deliveries.
VI. the supplier does not accept discountable bills of exchange on account of payment.
VII. claims of the supplier become due immediately if the terms of payment are not observed or facts become known which indicate that the purchase price claims of the supplier are endangered by the customer's lack of ability to pay. In the latter case, the supplier is entitled to make further deliveries dependent on concurrent payment or the provision of corresponding securities.
VIII. The customer is only entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship. Refusal of payment or retention are excluded if the customer was aware of a defect or other reason for complaint at the time of conclusion of the contract. This also applies if the defect or reason for complaint remained unknown to him as a result of gross negligence, unless the supplier has fraudulently concealed the defect or other reason for complaint or has given a guarantee for the quality of the item. Otherwise, payment may only be withheld due to defects or other complaints to a reasonable extent.
IX. Delivery shall be made ex warehouse, which is also the place of performance. At the buyer's request and expense, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). The risk shall pass from the supplier to the customer when the goods are handed over to a forwarding agent or carrier, but at the latest when the goods leave the supplier's premises. If dispatch is delayed at the customer's request or through the customer's fault, the goods shall be stored at the customer's expense and risk. In this case, notification of readiness for dispatch is equivalent to dispatch. Furthermore, the risk shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
X. The transport is carried out by DHL Vertriebs GmbH & Co OHG. This includes liability for loss of or damage to the goods in transit up to 500 euros (in words: five hundred euros). Transport insurance in excess of this amount shall only be taken out at the written request and expense of the customer.
XI. Partial deliveries are permissible to a reasonable extent.
XII. The delivery period shall be extended appropriately in the event of force majeure and unforeseen hindrances occurring after conclusion of the contract for which the supplier is not responsible, insofar as such hindrances demonstrably affect the delivery of the item sold. This applies in particular in the event of operational disruptions, strike, lockout or disruption of traffic routes. This shall also apply in the event of delay and also if the circumstances occur at the supplier's and its sub-suppliers. The supplier shall inform the customer of the beginning and end of such hindrances as soon as possible. The customer may require the supplier to submit a declaration of withdrawal or, optionally, to declare when delivery is to be expected. If the supplier does not make a declaration without delay, the customer may withdraw. In this case, claims for damages are excluded, provided that the supplier is not responsible for the obstacle that has occurred. The above provisions apply accordingly if the aforementioned disruptions occur at the customer's premises.
XIII The supplier is liable for the timeliness of the delivery only for his own fault and the fault of his vicarious agents. The supplier shall not be liable for the fault of its suppliers, as they are not its vicarious agents. However, the supplier is obliged to assign to the customer on request any claims to which he may be entitled against his sub-suppliers.
XIV. In the event of a delay in delivery, the customer is obliged to declare, upon request by the supplier, whether it continues to insist on delivery or withdraws from the contract due to the delay and/or demands compensation for damages instead of performance.
XV. During the period of delay, the customer shall pay interest on the monetary debt at a rate of 8% above the base interest rate. The supplier expressly reserves the right to prove and claim higher damages caused by default.
XVI. the following minimum order quantities apply:
For deliveries of Luna Designs picture frames, a minimum order quantity of 20 pieces applies.
For deliveries of Kenana Knitters stuffed animals, a minimum order quantity of 10 pieces applies.
For deliveries of Good Ribbons textile ribbons, a minimum order quantity of 10 pieces applies.
§ 5 Packaging
I. If the supplier does not charge for packaging and transport costs actually incurred in individual cases (e.g. for international shipping and/or deliveries on pallets/ in crates), a flat rate for packaging and transport costs (excluding transport insurance) of 20.00€ for shipping within Germany is deemed to be agreed.
II. reusable packaging is only provided on loan and must be returned immediately. The Packaging Ordinance (VerpackV) shall apply to the return of other sales packaging.
§ 6 Retention of title
I. Until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims), The Supplier retains title to the goods sold.
II. the goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer must inform us immediately in writing if and to the extent that third parties seize the goods belonging to us.
III. in the event of conduct by the customer in breach of contract, in particular in the event of non-payment of the purchase price due, the supplier shall be entitled to withdraw from the contract in accordance with the statutory provisions or/and to demand surrender of the goods on the basis of the reservation of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the goods and to reserve the right of withdrawal. If the customer does not pay the purchase price due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.
IV. The customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
a. The retention of title shall extend to the products resulting from the processing, mixing or combining of our goods at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
b. The customer hereby assigns to us by way of security the claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer stated in paragraph 2 shall also apply in respect of the assigned claims.
c. The customer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets his payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
d. If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer's request.
§ 7 Reservation of right of modification
I. Series-produced furniture, interiors and accessories are sold according to samples or reproductions. There is no entitlement to delivery of the exhibits, unless a deviating agreement was made upon conclusion of the contract.
II. the goods offered are handmade. We reserve the right to make technical changes as well as changes in shape and weight within the bounds of what is reasonable. We reserve the right to deviations in colour and grain of wooden surfaces. These are desired results for aesthetic reasons and do not give rise to any claims for reduction or compensation.
§ 8 Claims for defects by the customer
I. The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below.
II. the customer's claims for defects presuppose that he has fulfilled his statutory obligations to examine the goods and give notice of defects. If a defect becomes apparent during the inspection or at a later date, we must be notified of this in writing without delay. Irrespective of this obligation to inspect and give notice of defects, the customer must also immediately notify us in writing of any obvious defects (including incorrect and short deliveries). If the customer fails to carry out the proper inspection and/or give notice of defects, our liability for the defect not reported shall be excluded.
III. If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
IV. We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer shall be entitled to retain a part of the purchase price which is reasonable in relation to the defect.
V. The customer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the customer shall return the defective item to us in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or its re-installation if we were not originally obliged to install it.
VI. The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and installation costs), shall be borne by us if a defect is actually present. However, if a request by the customer to remedy a defect turns out to be unjustified, we may demand reimbursement of the costs incurred from the customer.
VII. If the supplementary performance has failed or if a reasonable deadline to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
VIII. Claims of the customer for damages or reimbursement of futile expenses exist only in accordance with § 9 and are otherwise excluded.
§ 9 Limitations of liability
I. In the event of a breach of contractual and non-contractual obligations, the supplier shall be liable in accordance with the relevant statutory provisions, unless otherwise stipulated in these GTC including the following provisions.
II. we are liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable
a. for damages resulting from injury to life, body or health,
b. for damages arising from the breach of an essential contractual obligation (obligation, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage.
III. the limitations of liability resulting from paragraph 2 do not apply insofar as the supplier has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The same applies to claims by the customer under the Product Liability Act.
IV. The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§651, 649 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
§ 10 Limitation
I. The general limitation period for claims arising from material defects and defects of title is one year from delivery.
II. the above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods, unless the application of the regular statutory limitation period would lead to a shorter limitation period in the individual case. The limitation periods of the Product Liability Act shall remain unaffected in any case. Otherwise, the statutory limitation periods shall apply exclusively to the customer's claims for damages pursuant to § 8.
§ 11 Choice of Law, Place of Jurisdiction and Final Provisions
I. The law of the Federal Republic of Germany shall apply to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. The prerequisites and effects of the retention of title pursuant to § 6 shall be subject to the law of the respective location of the item, insofar as the choice of law made in favour of German law is inadmissible or ineffective thereafter.
II. (2) If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the principal place of business of The Supplier. However, we are also entitled to bring an action at the customer's general place of jurisdiction.
III. (3) Should individual provisions of the contract with the customer, 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. A wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.