Terms and Conditions B2B

General Terms and Conditions of GREIFF Mode GmbH & Co. KG - Onlineshop for business customers

§ 1 Scope, form

(1) These General Terms and Conditions of Sale (GTCS) shall apply to all our business relationships with our customers (“Buyer”) which are conducted via our online shop. The GTCS only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) The GTCS apply in particular to contracts for the sale and/or delivery of movable goods (“goods”), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the Buyer’s order or in any case in the version last notified to him in text form shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.

(3) Our GTCS shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly consented to their application. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the buyer without reservation in the knowledge of the buyer’s GTCS.

(4) Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTCS. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

(5) Legally relevant declarations and notifications by the Buyer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in the case of doubts about the legitimacy of the person making the declaration, shall remain unaffected.

(6) References to the applicability of statutory provisions shall only have a clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.

§ 2 Conclusion of contract

(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogues, technical documentation (e.g. drawings or samples), other product descriptions or documents – also in electronic form – to which we reserve property rights and copyrights. The presentation and advertising of articles in our catalogue and on our website and in the online shop do not constitute a binding offer to conclude a purchase contract. By presenting the articles in the catalogue and on the Internet pages, we merely invite the buyer to submit offers (orders).

(2) The order of the goods by the buyer shall be deemed to be a binding offer of contract. We will then confirm receipt of an order by e-mail. Such confirmation does not constitute a binding acceptance of the order unless we declare acceptance at the same time as confirming receipt.

(3) Acceptance can be declared either in writing or in text form by e-mail or fax (e.g. by order confirmation) or by delivery of the goods to the Buyer. If the delivery of the goods ordered by the buyer is not possible, for example because the corresponding goods are not in stock, we shall refrain from a declaration of acceptance. In this case, a contract is not concluded. We will inform the buyer of this immediately and, if applicable, refund any consideration already received without delay.

§ 3 Right of revocation

(1) Exclusively in the case of orders placed via our online shop, we grant the purchaser, in deviation from the statutory regulation, a fourteen-day right of revocation in accordance with the following conditions, even if the purchaser orders goods as an entrepreneur, a legal entity under public law or a special fund under public law. If the buyer makes use of this right of revocation, he shall bear the costs of returning the goods. In all other respects, the right of cancellation shall be governed by the provisions set out in detail in the following.

Right of withdrawal:

You have the right to revoke this contract within fourteen days without giving any reason. The revocation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, has or has taken possession of the goods.

In order to exercise your right of revocation, you must inform us of the following

Company
GREIFF Mode GmbH & Co. KG
Memmelsdorfer Straße 250 D
96052 Bamberg
info@greiff.de
Phone: 0049 (0) 951 405 0
Fax: 0049 (0) 951 405 318

by means of a clear declaration (e.g. a letter sent by post, fax or e-mail) of your decision to revoke this contract. You may use the enclosed model withdrawal form for this purpose, which is, however, not mandatory. In order to comply with the revocation period, it is sufficient that you send the notification of the exercise of the right of revocation before the expiry of the revocation period.

Consequences of the revocation:

If you revoke this contract, we shall reimburse you all payments on the purchase price of the goods affected by the revocation which we have received from you, with the exception of the delivery costs, without delay and at the latest within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees because of this repayment. We may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier. You must return or hand over the goods to us without delay and in any case no later than fourteen days from the day on which you notified us of the cancellation of this contract. The deadline is met if you send the goods before the expiry of the period of fourteen days. You shall bear the direct costs of returning the goods. You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for checking the condition, properties and functioning of the goods.

Sample cancellation form:

Wenn Sie den Vertrag widerrufen wollen, dann füllen Sie bitte dieses Formular aus und senden Sie es zurück an

Company
GREIFF Mode GmbH & Co. KG
Memmelsdorfer Straße 250 D
96052 Bamberg
info@greiff.de
Fax: 0049 (0) 951 405 318

I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the followinggoods (*)

Ordered on (*)/received on (*)
Name of the consumer(s)
Address of the consumer(s)
Signature of consumer(s) (only in case of paper communication)
Date

((*) Delete where not applicable

End of the cancellation policy.

(2) The right of withdrawal does not apply to

(a) Contracts for the delivery of goods which are not prefabricated and for the manufacture of which an individual selection or determination by the buyer is decisive or which are clearly tailored to the personal needs of the buyer,

(b) contracts for the delivery of sealed goods which are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery.

§ 4 term of delivery and delay in delivery

(1) The delivery period shall be agreed individually or stated by us upon acceptance of the order. If this is not the case, the delivery period shall be approximately one week from the conclusion of the contract.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the Buyer of this immediately and at the same time inform him of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the buyer. A case of non-availability of the performance in this sense shall be deemed to be in particular the failure of our supplier to deliver to us in due time if we have concluded a congruent covering transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case.

(3) In the event of force majeure, industrial action for which one of the contracting parties is not responsible or other operational disruptions for which it is not responsible and which have lasted or are expected to last longer than one week, the delivery or acceptance deadline shall be extended without further ado by the duration of the hindrance, but by no more than five weeks. The extension shall only come into effect if the other party is immediately informed of the reason for the impediment as soon as it can be foreseen that the delivery or acceptance deadline cannot be met. If, in such cases, delivery or acceptance has not taken place within the extended delivery or acceptance period, the other contracting party may withdraw from the contract after expiry of a grace period of twelve calendar days to be set. Claims for damages are excluded in these cases if the respective contracting party has fulfilled its obligation to notify the reason for the impediment without delay.

(4) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the buyer is required. If we are in default of delivery, the buyer may demand lump-sum compensation for the damage caused by the default. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total not more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has suffered no damage at all or only significantly less damage than the aforementioned lump sum.

(5) The rights of the Buyer pursuant to § 9 of these GTCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

§ 5 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery shall be made ex warehouse, which is also the place of performance for the delivery and any subsequent 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). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the buyer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. Handover or acceptance shall be deemed to have taken place if the buyer is in default of acceptance.

(3) If the buyer is in default of acceptance, if he fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we shall charge a lump-sum compensation of EUR 50 per calendar day, starting with the delivery deadline or – in the absence of a delivery deadline – with the notification that the goods are ready for dispatch.

The proof of higher damages and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The buyer shall be entitled to prove that we have not suffered any damage at all or that the damage is significantly less than the aforementioned lump sum.

In all other respects, we shall be entitled, at our discretion, to withdraw from the contract after expiry of a period of grace to be set and to claim damages.

§ 6 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our prices current at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value added tax.

(2) In the case of sale by delivery to a place other than the place of performance (§ 4 para. 1), the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the buyer.

(3) We only accept payment via PayPal or via the payment service provider Klarna as part of the ordering process for orders placed via our online shop. The payment of the purchase price is due immediately upon conclusion of the contract, unless the type of payment processing indicates otherwise, e.g. in the case of a purchase on account made possible after checking the creditworthiness of the buyer. However, we are entitled at any time, also within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

(4) If the due date for payment is determined according to the calendar, the buyer shall already be in default by missing the deadline. In the event of default, the buyer shall owe the statutory default interest. The buyer’s obligation to pay interest on arrears does not preclude our assertion of further claims for damages caused by default. With respect to merchants, our claim to the commercial interest on arrears (§ 353 HGB) shall remain unaffected.

(5) The buyer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer’s counter rights shall remain unaffected, in particular pursuant to § 8 para. 7 sentence 2 of these GTCS.

(6) If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardised by the buyer’s inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare withdrawal immediately; the statutory regulations on the dispensability of setting a deadline remain unaffected.

§ 7 Retention of title

(1) We retain title to the goods sold until all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

(2) 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 buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. seizures) have access to the goods belonging to us.

(3) In the event of conduct by the buyer in breach of contract, in particular in the event of non-payment of the purchase price due, we 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 retention 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 buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) Until revoked in accordance with (c) below, the Buyer 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 extends to the products resulting from the processing, mixing or combining of our goods at their full value, whereby we are 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. Otherwise, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b) The Buyer 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 buyer mentioned in paragraph 2 shall also apply with regard to the assigned claims.

(c) The buyer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the buyer meets his payment obligations towards us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right pursuant to para. 3. If this is the case, however, we may demand that the buyer 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. Furthermore, in this case we are entitled to revoke the buyer’s authorisation to further sell and process the goods subject to retention of title.

(d) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer’s request.

§ 8 Claims for defects of the buyer

(1) The statutory provisions shall apply to the buyer’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. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed goods to a consumer, even if the consumer has processed them further (supplier’s recourse pursuant to §§ 478 BGB). Claims from supplier recourse are excluded if the defective goods have been further processed by the purchaser or another entrepreneur, e.g. by incorporation into another product.

(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods.

(3) Insofar as the quality was not agreed, it shall be assessed in accordance with the statutory regulation whether a defect exists or not (§ 434 Para. 1 S. 2 and 3 BGB). However, we do not accept any liability for public statements made by the manufacturer or other third parties (e.g. advertising statements) to which the buyer has not drawn our attention as being decisive for his purchase.

(4) As a matter of principle, we shall not be liable for defects of which the buyer is aware at the time of conclusion of the contract or is not aware due to gross negligence (§ 442 BGB). Furthermore, the buyer’s claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). In the case of goods intended for further processing, an inspection must in any case be carried out immediately before processing. If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified thereof in writing without delay. In any case, obvious defects must be notified to us in writing within 5 working days of delivery and defects which are not apparent upon inspection must be notified to us immediately upon discovery. If the purchaser fails to carry out the proper inspection and/or give notice of defects, our liability for the defect not notified or not notified in time or not notified properly shall be excluded in accordance with the statutory provisions. After cutting or otherwise commencing processing of the delivered goods, any complaint about open defects is excluded.

(5) 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.

(6) Minor, technically unavoidable deviations in quality, colour, width, weight, finish and design may not be objected to. This also applies to deviations customary in the trade, unless we have declared in writing that the delivery is true to sample.

(7) We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer shall be entitled to retain a reasonable part of the purchase price in relation to the defect.

(8) The buyer 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 buyer shall return the defective item to us in accordance with the statutory provisions. Subsequent performance shall neither include the removal of the defective item nor its re-installation if we were not originally obliged to install it.

(9) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as, if applicable, removal and installation costs, in accordance with the statutory provisions if there is actually a defect. Otherwise, we may demand reimbursement from the buyer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognisable to the buyer.

(10) If the supplementary performance has failed or a reasonable deadline to be set by the buyer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the buyer 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.

(11) Claims of the buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with § 9 and are otherwise excluded.

§ 9 Other liability

(1) Insofar as nothing to the contrary arises from these GCS including the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.

(2) We shall be liable for damages – irrespective of the legal grounds – within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), only

a) for damages resulting from injury to life, body or health,

b) for damages arising from the breach of a material 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.

(3) The limitations of liability resulting from para. 2 shall also apply to third parties as well as in the event of breaches of duty by persons (also in their favour) whose fault we are responsible for according to statutory provisions. They do not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the buyer under the Product Liability Act.

(4) The buyer 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 buyer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 10 Limitation

(1) Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. Insofar as acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) The above limitation period under the law on sales shall also apply to contractual and non-contractual claims for damages of the buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages by the Buyer pursuant to § 8 para. 2 sentence 1 and sentence 2 (a) as well as pursuant to the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

§ 11 Choice of law and place of jurisdiction

(1) These GCSD and the contractual relationship between us and the Buyer shall be governed by the laws of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the Buyer is a merchant as defined in the German Commercial Code, a legal entity or a legal person, the place of jurisdiction shall be the courts of the Federal Republic of Germany. If the Buyer is a merchant as defined by the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Bamberg. The same shall apply if the buyer is an entrepreneur as defined in § 14 BGB. § 14 BGB (German Civil Code). However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTCS or a prior individual agreement or at the general place of jurisdiction of the buyer. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.

(3) Should individual provisions of these GTCS or of a contract concluded on the basis of and including these GTCS be or become invalid or contain a loophole, the remaining provisions of these GTCS and of the contract shall remain unaffected thereby. The Buyer and we are each obliged to replace the invalid or missing provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap.