General Terms and Conditions of Business of Schleese GmbH

§1 Scope

1. The General Terms and Conditions of Business printed here contain the exclusively valid conditions, entered into between you and us, Schleese GmbH, Maarweg.255, 50825 (commercial register HRB 80257Cologne Local Court “Amtsgericht”) represented by the managing director(s) entered in the Register of Companies, for all contracts, deliveries, services and offers entered into between you and us. These General Terms and Conditions of Business are deemed an element of all contracts, which we enter into with you now and in the future, regarding the deliveries and services offered by us. The General Terms and Conditions of Business need not be newly agreed upon for each new contract that is entered into. The General Terms and Conditions of Business only apply if you are an entrepreneur within the meaning of Section 14 BGB or a legal entity under public law.
2. Your own General Terms and Conditions of Business or those of third-parties shall not apply under any circumstances unless one of our managing directors entered in the Register of Companies expressly approves of your General Terms and Conditions of Business. Verbal subsidiary agreements are not valid, neither with employees nor with the managing directors.
3. These General Terms and Conditions of Business are deemed agreed upon between us for all future business transactions. We shall inform you of amendments in writing, by facsimile or e-mail. We shall draw your attention to a respective time-limit for lodging an objection upon sending the new version of the General Terms and Conditions of Business.

§2 Offers and entering into contracts

1.Binding offers are expressly stated as such. Our presentations in our advertising (catalogues, internet etc.) do not constitute any kind of binding offer. Your order is a binding offer to purchase made to us.
2. A contract shall only be brought about between you and us if we approve of your offer within five workdays by way of an express and separate declaration of acceptance by facsimile, letter, e-mail or by delivering the ordered goods.
3. Our details regarding the item of delivery and service (e.g. weights, measurements, tolerances and technical data) and our presentation of these (e.g. in photographs and drawings) are descriptions or illustrations of the delivery or service. They do not constitute any kind of warranted quality characteristics and are merely approximately authoritative unless the use for the intended purpose set out in the contract presupposes an exact match. Variations that are customary in the trade and occur as a result of legal requirements or which constitute technical improvements are permitted insofar as they do not have a detrimental effect on the use for the intended purpose as set out in the contract.
4. We reserve ownership and/or copyright to offers and cost estimates issued by us, and likewise to diagrams, leaflets, catalogues, models and all documents and auxiliaries surrendered to you that you receive from us as part of initiating a business transaction. You are prohibited from making such documents and auxiliaries available to third-parties, disclosing details of them, using them or arranging for third-parties to use them, or duplicating them. At our request, you are to surrender to us all such documents and items, including copies that may apply, if they are no longer required by you for the business transactions entered into between us or if a business transaction between us is not brought about.

§3 Prices and payment
1. Our prices are to be construed as prices for the respective confirmed delivery and service scope in euros, ex works, plus packaging and statutory value added tax and, where applicable, other public levies such as customs duties in the case of deliveries abroad.
2. Our invoices shall fall due within the agreed payment period. The date of receipt of amounts on our accounts is authoritative for adhering to the payment period. If you fail to settle our claim on the due date, the outstanding amounts shall incur interest, from the due day, at 7 % above the respective valid base-lending rate. We reserve the right to assert a claim for further interest and/or claims for damages.
3. Setting off of claims that you may have against us shall be subject to our express, written, approval and shall only be permitted insofar as the counter-claims are undisputed or have become res judicata.
4. We are entitled to perform pending deliveries and render pending services against advance payment or provision of a security only if once the contract has been entered into if we become aware of circumstances that considerably reduce your creditworthiness, and which jeopardise the payment of our outstanding claims by you resulting from the respective contractual relationship.

§4 Deliver and delivery time

1. We deliver ex works to the receiving address stated by you. Unless otherwise agreed, we shall be entitled to determine the type of shipping (transport company, transport route, packaging).
2. The delivery time shall be stated by us upon acceptance of the order. The delivery date refers at all times to the day of the hand-over to the company commissioned with the task of transporting the goods (forwarding agent, carrier, shipping service).

3. In the event of a delivery delay, or impossibility, we are liable in accordance with the statutory provisions insofar as the delay or impossibility is attributable to an intentional or gross negligent breach of contract that is our responsibility. Culpability of our representatives or vicarious agents is not to be attributed to us. Insofar as the delivery delay is attributable to a gross negligent breach of contract that is our responsibility, our liability for damages shall be limited to foreseeable and typical damage. We shall also be liable in accordance with the statutory provisions insofar as the delivery delay that is our responsibility is attributable to the culpable violation of a key contractual obligation. In such a case, our liability for damages shall be limited to foreseeable and typical damage. 

§5 Place of performance, shipping, packaging, passing of risk, acceptance

1. Unless otherwise agreed, cologne is deemed the place of performance for all obligations resulting from this contractual relationship.
2. The type of shipping and packaging shall be specified at our reasonable discretion.
3. Risk shall pass to you at the latest upon hand-over to the third-party commissioned with transporting the goods. This also applies if partial deliveries apply or we have assumed other services (e.g. shipping).
4. If you default in acceptance, storage costs shall be borne by you.
5. The consignment shall only be insured by way of transport insurance with cover for insurable risks at your express request and at your cost. 

§6 Warranty

1. In the absence of provisions to the contrary below, the statutory provisions shall apply in the event of material defects or defects of title (including wrong and shortfall deliveries). This shall not affect the statutory requirements of the final delivery of goods to the consumer in any case.
2. Our liability for defects is, above all, based on our agreement entered into regarding the quality of the goods. Insofar as this has not been expressly agreed upon, notification of defects is to be assessed in accordance with the statutory requirements.
3. If an inspection of the object of sale gives rise to a defect, or if a defect is identified at a later date, we are to be informed in writing accordingly and without delay. We are to be informed without delay of obvious defects such as wrong or shortfall deliveries. The day on which notification of defects is sent shall limit the period in all cases of notification of defects. For merchants within the meaning of HGB 2 the requirements of Section 377 HGB apply without restrictions. Liability on our part is excluded for defects for which notification is not provided in good time.
4. If the delivered item is faulty, we shall decide on the type of rectification of defects – whether subsequent improvement or replacement.
5. We are entitled to render the due subsequent performance conditional on the fact that you have paid the due purchase price. However, you are entitled to retain a part of the purchase price that is proportionate to the identified defect.
6. You are to grant us a period of reasonable length in which the conduct the necessary subsequent performance and you must surrender to us for inspection the goods for which you have provided us with notification of a defect. In the event of provision of a replacement, we shall be entitled to surrender of the fault item in accordance with the statutory requirements.
7. Expenses associated with the notification of defects, in particular the cost of transport from the place where we shipped the claimed item, infrastructure, work and materials, shall be borne by us if the notification of defects is justified. If it becomes clear that the goods were not faulty, we may request that you compensate us for the incurred costs.
8. Your claims for damages, or reimbursement of expenses paid in vain, only apply in accordance with Section 7, and are excluded in other respects.
9. In the case of defects of which you are informed by the end user as part of the statutory warranty, and are not subject to our warranty obligations to you anyway, we shall only act if: a) we are given the opportunity to inspect the faulty item ourselves, b) we identify a defect that is subject to warranty, c) in the event of saddles we are provided with the completely filled out registration card supplied with the saddle and signed by you, and the saddle is registered with us. Regulations 7) and 8) apply equally to expenses regarding our claims for damages.
10. Warranty provisions that extend above and beyond the statutory warranty only apply to the end user. For performance resulting in such cases we shall settled with the end consumer directly.

§7 Other liability
1. Unless otherwise agreed in these General Terms and Conditions of Business, we are liable in the event of violating contractual and non-contractual obligations in accordance with the pertinent statutory requirements.
2. We are liable for damages – irrespective on whichever legal grounds – in the case of intent and gross negligence. In the case of minor negligence we shall only be liable
a) for damage resulting from the loss of life, physical injury or detrimental effects on health,
b) for damage resulting from the violation of a key contractual obligation (an obligation which must be honoured for the contract to be properly executed at all, whereby you normally trust, and may trust, that we shall honour such an obligation). However, in such a case, our liability shall be restricted to compensation of foreseeable, typical, cases of damage.
3. If it has been proven that we have maliciously concealed a defect or if we have provided a guarantee for the supplied item. The same applies to claims resulting from the German Product Liability Act.
4. You may only withdraw from the contract or terminate regarding a violation of an obligation that is not concerned with a defect if the violation of an obligation is our responsibility.

§8 Statute of limitations
1. Claims resulting from material defects or defects of title shall be subject to a period of limitations of one year from the delivery date. In the case of a fixed agreed acceptance, the period of limitations shall commence upon the agreed acceptance date.
2. This does not affect statutory obligations for mandatory third-party surrender claims in the case of malice by the seller and claims as part of a supplier’s recourse in dealings with the end consumer.
3. The periods of limitation stated here also apply to claims for damages based on delivery of faulty goods by us unless statutory regulations provide for a shorter period of limitations. This does not affect the periods resulting from the German Product Liability Act.

§9 Reservation of title
1. The object of sale shall remain our property up until payment in full by you (reservation of title). In the case of default in payment, as well as other acts in breach of contract, you undertake, at our request, to surrender the object of sale. Taking back the object of sale by us does not constitute a withdrawal from the contract of purchase. We may resell, at our discretion, the object of sale that has been taken back. Following deduction of costs associated with the utilisation, we shall count the utilisation revenue towards your liabilities that may apply. If third-parties lodge claims against you, for example by way of seizure, you must inform us immediately.
2. You may resell the object of sale by way of proper business transactions. You assign to us, upon acknowledgement of these General Terms and Conditions of Business (upon entering into the first contract with you) all claims in the sum of the invoice amount (including statutory value added tax) to which you are entitled as a result of the resale to your customers or third-parties, irrespective of whether or not you have processed the object of sale prior to the resale. You remain entitled to collect the claim, including following assignment, and likewise we are authorised to collect the claim. We undertake to waive collecting the claim as long as you honour your payment obligations resulting from the collected revenues, have not a) defaulted in payment and b) in particular have not filed an application for the institution of insolvency proceedings or c) you have discontinued your payments to us. In the event of cases a) to c) you undertake to do everything to enable us to collect the claims, in particular to disclose the debtors and claims, provide all other details required for the collection, surrender to us the necessary documents, and inform the debtors of the assignment.

§10 Final provisions
1. Insofar as you are a merchant within the meaning of HGB, a legal entity under public law or special federal assets, and insofar as you do not have a general place of jurisdiction in Germany or after the contract is entered into you relocate your registered office abroad, cologne is deemed the place of jurisdiction for all disputes that may result between you and us from the business relationship unless mandatory provisions apply regarding an exclusive place of jurisdiction.
2. The relations between us and our customers are exclusively subject to the Law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) does not apply.
3. In the event that individual provisions of these General Terms and Conditions of Business are or become invalid, this shall not affect the validity of the other provisions.

valid from August 30, 2017