ScubaForce dive2gether.net Tauchsport GmbH Reststrauch 197 41199 Mönchengladbach
SALES, DELIVERY AND PAYMENT TERMS FOR CONTRACTS WITH RESELLERS
These terms of sale, delivery and payment are legally binding for all business relationships, sales and other legal transactions between us and our wholesale customers. They apply exclusively, even if in individual cases no reference is made from now on to all deliveries, unless deviating conditions have been agreed in writing. Deviating agreements or additions, telephone or verbal agreements are only binding if they are confirmed by us in writing. The customer waives its own terms and conditions.
2. OFFER AND CONCLUSION
All offers are not binding in terms of price and delivery possibility. All information such as dimensions, weights, illustrations, Descriptions, assembly sketches and drawings in sample books, price lists and other printed matter as well as pictures on the internet are only approximate, but best determined, but not binding for us. The same applies to information from the manufacturer. Orders, agreements, assurances etc., including those of our representatives and other employees, require our express written confirmation in order to have legal effect. Complaints of confirmations must be asserted immediately in writing. Confirmed prices are valid only with acceptance of the confirmed quantities. Sales prices are only valid as fixed prices, if we promise them in writing as such.
3. SHIPPING AND DELIVERY
Delivery is at the expense and risk of the customer. For deliveries, partial deliveries are permitted; they are considered as independent deliveries. The choice of the transport route and means of transport is up to us.
B) DELIVERY DATES AND DELIVERY TIMES
Delivery periods are subject to correct and timely self-delivery, unless we commit binding delivery times in writing. Otherwise, delivery times are not binding. Unforeseen obstacles to delivery, such as cases of force majeure, strikes, breakdowns on our own or in that of the subcontractors, transport difficulties, etc. entitle us to cancel the delivery obligation in whole or in part.
Claims for damages of the buyer are excluded, unless they are based on intent or gross negligence on our part or one of our legal representatives or vicarious agents. The liability exists only in the event of breach of essential contractual obligations and is limited to the typical damage foreseeable at the conclusion of the contract. This limitation does not apply to injury to life, limb and health. Insofar as the damage is caused by a damage caused by the buyer for the respective claim Insurance, the seller is liable only for any associated disadvantages of the buyer, e.g. higher insurance premiums or interest disadvantages up to the claim settlement by the insurance. However, it is only due to the reimbursement of business-typical, foreseeable damage, if it is covered by our business liability insurance.
Any damage arising outside the insured area will only be reimbursed in accordance with the aforementioned principles if it is material. For slightly negligent caused by a defect of the object of purchase damage is not liable. The goods are considered to be delivered even if they are not called immediately after notification of the readiness for dispatch, at the latest after 14 days, and before that the buyer has been put in writing in default.
C) SHIPPING TO END USERS
If, at the customer's request, the delivery is made directly to the consumer, we shall be reimbursed for the corresponding additional costs. A liability for damages of any kind is not accepted for such transports, even if the transports are carried out by our own personnel
The goods are packed in the usual industry way. We calculate the packaging cheapest. Return and payment of packaging material will only be made according to special agreement.
E) TRANSPORT AND BREAKDOWN INSURANCE
Insurance against transport damage, loss of transport or breakage is only at the express request of the customer at his expense and for his account. Damage notifications are to be reimbursed immediately upon receipt of the goods and confirmed in writing without delay in terms of type and scope. Transport damage and shortages must be determined immediately upon arrival of the consignment by means of a report by rail or postal authorities or similar evidence and certified on the accompanying documents (bill of lading, etc.). Claims arising from the damages are to be assigned to us on request.
4. DEFECTS AND WARRANTY
For defects we are only liable as follows:
A) The customer has received the goods immediately after arrival on quantity, condition, shortages and To investigate wrong deliveries. He must also notify us in writing of any obvious defects immediately, at the latest within 5 days after delivery, and in any case before processing, installation or resale. Goods that are sold as inferior quality are not subject to the complaint regarding the expressly designated lower quality.
B) In the case of legitimate complaints, we will rectify defective goods or provide replacement at our discretion.
C) In order to remedy the defect, the Customer must grant us the time and opportunity required in its reasonable discretion, in particular to provide the object or sample objected to.
D) If we allow a reasonable period of grace to elapse without remedying the defect or providing replacement or if the repair or replacement is impossible or refused by us, the customer has the right, at his discretion, to rescind the contract (Conversion) or reduction of the purchase price (reduction) to demand.
E) Any changes or repairs undertaken improperly by the customer or a third party will cancel the liability for the resulting consequences.
F) The warranty period is one year.
G) Guaranteed features and guarantees in terms of §§ 434, 443 BGB are to be explicitly marked as such. A reference to DIN or other standards generally includes the closer description of the goods and does not constitute any assurance by us, unless an assurance has been expressly agreed. If the goods sold at the time of transfer of risk a guaranteed property, the buyer is entitled to a right of withdrawal. He can only demand compensation for non-performance insofar as the required repair fails
5. PROCESSING OF WARRANTY CLAIMS
A) The buyer may demand claims for rectification of defects from the seller. Insofar as the purchase object is granted a manufacturer's warranty, the buyer can turn to the nearest authorized dealer and assert his claims there. If the claims are asserted against a dealer other than the nearest dealer or the seller, additional costs incurred as a result of this can not be demanded of being replaced. If the object of purchase becomes inoperable, the purchaser must turn to the service enterprise recognized by the manufacturer / importer for the care of the object of purchase, which is closest to the place of the inoperative purchase object. Seller must be informed about that
B) Replaced parts become the property of the seller.
C) For the parts installed for the removal of defects, the buyer can assert claims for material defects based on the purchase contract until expiry of the limitation period of the object of purchase.
D) The seller shall not bear any expenses which arise for the assertion of warranty rights if the buyer is a legal entity of public law, a special fund under public law or an entrepreneur who, at the time of conclusion of the contract, exercises his commercial or industrial property rights self-employed occupational activity.
E) These regulations do not apply to the recourse of the entrepreneur against the supplier because of warranty claims of the end user according to § 478 BGB.
6. GENERAL LIMITATION OF LIABILITY
Our liability is exclusively based on the agreements made in the preceding section.
7. RETURN OF GOODS
A take-back obligation on our part does not exist, except in the aforementioned cases. Should the return of goods be agreed in individual cases, this will be taken back only in faultless unused and in original packaging condition with freight-free return. Returned goods will be credited less a reasonable share of the costs. A return of custom-made products or on request of the customer procured goods is excluded.
A) PAYMENT TERMS
Unless otherwise agreed, our invoices are due immediately and payable without deduction. If cash discount is granted, it is a prerequisite that all previous invoices have been paid by then. The net invoice amount after deduction of discounts, freight etc. is decisive for the cash discount calculation. Checks and bills of exchange are only accepted on account of a special agreement. Switching costs and discount charges according to the rates of the private banks are charged to the customer.
Checks and bills of exchange are only credited after redemption, assignments of claims after payment. The claim and its maturity remain untouched until then. For timely redemption and protest we take no responsibility. Payments are only deemed to have been made on the day on which we can dispose of the invoice amount without losses. Our employees are only entitled to receive payments if they have an express written collection authorization, which must be checked in any case.
The collection authority is the same if our agent submits one of us duly acknowledged invoice in each case. If there are several claims against the customer, incoming payments will be offset against the oldest claim. A right of retention of our customer, insofar as it is not based on the same contractual relationship, is excluded. The offsetting of counterclaims is only permitted insofar as they have been recognized by us and are due for payment or legally binding.
B) DELAY OF PAYMENT
In the event of late payment, subject to the assertion of further damage, default interest in the amount of 8% above the Basic interest rate of the Deutsche Bundesbank acc. To pay §§ 247, 286 BGB. Payment is due upon receipt of the invoice, subject to a different agreement. The default occurs automatically on expiry of the 30th day after receipt of the invoice, without the need for a reminder from us. Before payment of due invoice amounts including default interest, we are not obliged to any further delivery from any current contract.
We are then also entitled, without prejudice to further legal rights, still outstanding deliveries only against advance payment or to demand collateral, or after a reasonable grace period to withdraw from the contract or to claim damages for non-performance.
A) We reserve the ownership of all goods delivered by us (reserved goods) until payment of all our claims from the business relationship. This also applies if the purchase price has been paid for certain deliveries of goods designated by the customer. For current accounts, the reserved ownership of the reserved goods as a security for our balance claim applies.
B) The processing and processing of goods subject to retention under exclusion of the acquisition of property according to § 950 BGB without obligation to us from this. This resulting new item thus remains our property and serves as reserved goods to secure our claims in accordance with a). The processing, processing and assembly or other utilization of goods delivered by us, still in our ownership is deemed to have been made in our order, without our liabilities arising from this.
C) If the goods delivered by us are mixed or combined with other objects, the customer assigns to us his ownership or co-ownership rights to the mixed stock or the new object upon becoming effective of these conditions of sale, delivery and payment and stores this with commercial Care free of charge for us.
D) The customer may sell the delivered goods only in the usual business dealings and agree with his customers no assignment prohibition. The buyer is prohibited from pledging and assigning ownership of the reserved goods. The customer is obliged to inform us of third-party access to the goods delivered under retention of title without delay, by sending a seizure protocol as well as an affidavit the identity of the seized object with the delivered goods. Intervention costs are in any case at the expense of the customer. The customer is obliged to disclose to our customers our retention of title.
E) The customer is obliged to insure the goods against fire and theft and to prove to us the conclusion of the insurance on request. All claims against the insurer arising from this contract with regard to the goods delivered under retention of title are deemed assigned to us.
F) We are entitled, in case of late payment or payment difficulties of the customer, to demand immediate surrender of the goods not yet sold. Until the release, the customer has to store for us the goods owned or co-owned separately from other goods than to mark our property (co-property), to abstain from any disposal and to give us a list of the property (co-ownership). We are entitled to sell the goods freehand without setting a deadline or to have them auctioned. The return of the reserved goods is made at the proceeds, but at the highest delivery prices. Further claims for damages, in particular lost profits, remain reserved.
G) The customer assigns to us as a precaution the claims due to him from the resale in full with all ancillary rights until all our claims arising from the business relationship have been settled, to the amount of the invoiced amount of the goods delivered by us and sold by the customer 20%. If the value of assignments and securities given to us exceeds our claims by more than 20%, we undertake to release corresponding securities at the customer's request insofar as we choose.
H) At our request, the customer is obliged to disclose the assignment to his customers and to give him the information necessary to assert his rights against his customer and to hand over the necessary documents. The customer must also allow us to inspect his books and invoices for this purpose. We have the authority to collect the assigned claims and we have the right to notify the debtor of the customer. However, the customer is authorized to collect these claims for us as long as he duly fulfills his payment obligations to us.
I) For the purposes of these sales, delivery and payment conditions, the processing, assembly or other use of the goods shall apply.
10. PLACE OF PERFORMANCE AND JURISDICTION
The place of performance for the delivery is the respective place of dispatch of the goods. Place of fulfillment for all obligations of the customer is Mönchengladbach. If the customer is a merchant, the place of jurisdiction is Mönchengladbach, also for the dunning procedure and in the event that the place of residence or habitual residence of the contracting party is unknown. The place of jurisdiction Mönchengladbach is also explicitly valid for all types of check and bill of exchange claims.
11. FINAL PROVISIONS
The invalidity of individual conditions does not affect the validity of the remaining conditions.