General Terms and Conditions / B2B
General Terms and Conditions / B2B
you look perfect Inh. Sandra Milacher
These terms and conditions apply exclusively between merchants (B2B), not for end customers.
1.1 The following terms and conditions shall apply to all delivery transactions of Sandra Milacher - hereinafter always referred to as Seller. They shall be deemed to be accepted by the Buyer as legally binding upon the placing of an order.
1.2 The deliveries, services and offers of the Seller shall be made exclusively on the basis of these Terms and Conditions.
1.3 We shall not recognize any terms and conditions of the Buyer that conflict with or deviate from our Terms and Conditions unless we have expressly agreed to their validity.
1.4 These terms and conditions shall also apply as a framework agreement to all further legal transactions between the contracting parties.
2 Offer/ Conclusion of Contract
2.1 All offers are always subject to change and non-binding.
2.2 Unless otherwise expressly stated, all prices quoted by us are exclusive of value added tax. All prices are quoted ex the Seller's registered office or ex the Seller's manufacturing plant including packaging and shipping costs.
2.3 The Buyer's order constitutes a contractual offer to the Seller to which the Buyer shall remain bound for three months. The contract shall be deemed concluded only upon actual delivery and payment.
2.4 If individual items of the order cannot be delivered for whatever reason, the Seller reserves the right to accept the order only with respect to the remaining items. The Buyer shall remain bound to the remaining order and cannot withdraw from the order due to individual items not being available.
2.5 All verbal information and agreements must be confirmed in writing by the Seller in order to be binding for the Seller.
2.6 The Seller may correct obvious calculation or spelling errors in offers, order confirmations, delivery bills and invoices at any time.
3 Delivery/ Transfer of Risk
3.1 The delivery of the goods shall be effected from the Seller's registered office or the Seller's manufacturing plant. Place of performance for all services arising from the delivery contract is A- 4864 Attersee.
3.2 Transactions for delivery by a fixed date shall not be concluded. The agreed delivery period shall be deemed to have been complied with if the goods to be delivered have been dispatched by the expiry of the delivery period or if - if the Buyer has to collect the goods - the Buyer has been notified that the goods are ready for dispatch.
3.3 As a matter of principle, commission business shall not be transacted. Unless there is a written declaration to the contrary.
3.4 The Seller may make partial deliveries. Sorted and, in the case of combinations, saleable partial shipments must be made promptly and must be announced in advance. Unsorted shipments shall be permitted only with Buyer's consent.
3.5 The shipping costs within the EU are borne by the seller. Deliveries to Switzerland and Liechtenstein are free of charge and duty paid, but excl. import sales tax. To all other third countries will be delivered free of charge, but duty unpaid. A shipping notification can be agreed upon. The goods are to be shipped uninsured. If the buyer wishes an insurance, the costs for this are to be borne by the buyer.
3.6 With the handing over of the goods to the buyer, post office, forwarding agency, carrier, or another person/company determined for the dispatch - at the latest however with leaving the camp - the danger turns into on the buyer.
3.7 In the event that collection of the goods by the Buyer has been agreed, the Buyer shall be obliged to accept the goods within 10 days of notification of readiness for collection, otherwise the consequences of default shall apply accordingly. In the event of default in acceptance, delivery shall be deemed to have taken place on the day on which the Buyer should have collected or accepted the goods. The risk shall pass to the Buyer at the time the goods are ready for shipment. In this case, the Seller shall be entitled to store the delivery item at the Buyer's expense and risk at its own discretion and to demand immediate payment of the price.
3.8 In the event of force majeure, strike and other extraordinary events which make delivery within the agreed delivery period significantly more difficult or impossible, the delivery or acceptance period shall be extended without further ado by the duration of the hindrance. The Seller shall immediately notify the Buyer of the occurrence of such events as soon as it can be foreseen that the delivery or acceptance deadline cannot be met. The Seller shall be entitled - without any obligation to pay damages or any other liability to the Buyer - to withdraw from the contract insofar as it has not yet been fulfilled.
3.9 After expiry of the delivery period, a subsequent delivery period of twelve calendar days shall be set in motion without explanation. The Buyer may only withdraw from the contract - limited to the part of the delivery obligation not yet fulfilled - if he notifies the Seller in writing after the occurrence of the delay in delivery that he will refuse to fulfill the contract after the fruitless expiry of a grace period of 12 calendar days. In this case, the Buyer shall only be entitled to damages for non-performance (instead of exercising the right of withdrawal) if the Seller or its vicarious agents caused the delay in delivery intentionally or by gross negligence.
4.1 Warranty claims shall only exist if the goods are carefully inspected by the Buyer immediately upon receipt. The Buyer undertakes to notify the Seller of all defects and complaints in writing within 8 days at the latest. If the notification of defects is not made in due time, the goods shall be deemed approved.
4.2 Warranty rights do not exist if the Buyer has made or commissioned unauthorized changes to the delivered goods.
4.3 Customary or minor, unavoidable deviations in quality, color, shape, equipment or design may not be objected to.
4.4 In the event of material defects, the Seller shall be entitled to rectify the defect or to deliver defect-free replacement goods after receiving the goods back. The return of goods is only permissible if the seller has agreed. The shipping costs for this shall be borne by the Seller.
4.5 Instead of replacing the defective goods, the Seller may, at its own discretion, also make a reasonable price reduction. If the repair or subsequent delivery fails and there is no interest in a price reduction, the Buyer may withdraw from the purchase - only with regard to the non-fulfilled part of the delivery. Withdrawal from the entire delivery is not possible.
4.6 This shall also apply in the event of partial impossibility.
4.7 Prerequisite for a warranty obligation is the timely fulfillment of all obligations assumed by the buyer, in particular the payment obligation. In the event of a delay in payment by the Buyer, the warranty claim shall lapse.
4.8 Warranty claims must be asserted by the Buyer in court within six months of handover/acceptance of the goods.
4.9 In any case, the Buyer shall bear the burden of proof that defects existed at the time of handover/delivery to the Buyer.
5. return of goods
If the buyer has no right to return goods, the goods will be returned only after written consent from the seller, whereby a credit note for original packaging and undamaged goods in the amount of the invoiced price. Costs incurred by the seller for necessary reconditioning and repackaging as well as any transport costs will be deducted from the credit amount.
6.1 The Buyer shall only be entitled to damages or loss of profit if the Seller is guilty of gross negligence or intent. The compensation to be paid by the seller is limited to a maximum of 100% of the delivery value and to the damage. In the event of a delay in delivery, damages shall be limited to a maximum of 0.5% of the delivery value for each full week of delay.
6.2 The burden of proof for defects and damages shall in any case be on the Buyer.
7. product liability
Recourse claims in the sense of §12 PHG are excluded, unless the person entitled to recourse proves that the defect was caused in our sphere and was at least due to gross negligence.
8. terms of payment
8.1 The invoice shall be issued on the day of delivery or provision of the goods. A postponement of the due date (value date) is excluded, unless otherwise agreed.
8.2 The invoice amount with an invoice sum of less than 1.000€ is to be paid within 30 days after receipt of goods without discount. The invoice amount with an invoice total of more than 1.000€ can be paid within 10 days after receipt of goods with deduction of 4% discount or up to 30 days without discount. From the 31st day default occurs. Other terms of payment shall be recorded in writing.
8.3 In case of a SEPA transfer in € from the EU, Switzerland and Liechtenstein, the Seller shall bear any bank charges. Other payments must be made to the seller free of charges and must be recorded in writing.
8.4 Only transfers to the account specified by the seller or cash will be accepted. Bills of exchange and checks are accepted only on account of payment and only with prior written agreement.
8.5 Payments shall always be used to settle the oldest due debt items plus the default interest accrued thereon.
8.6 The final credit entry on the Seller's account shall be decisive for the timeliness of the payment.
8.7 Buyer may not withhold payment on the basis of alleged claims, such as warranty.
9. delay of payment/loss of date
9.1 The Seller shall not be obliged to make any further deliveries under current supply contracts before full payment of due invoice amounts including interest. In the event of payments after the due date, interest shall be charged at a rate of 8 percentage points above the base interest rate pursuant to §352 UGB.
9.2 The Seller reserves the right to claim damages for delay.
9.3 In the event of a significant deterioration of the financial situation, e.g. imminent insolvency or default in payment, the Seller may refuse to perform its obligations under all delivery contracts based on the same legal relationship or may withdraw from these delivery contracts after setting a grace period of 12 calendar days. §119 InsO remains unaffected.
9.4 The customer shall be deemed to have lost the deadline if he is more than 8 days in arrears with even a partial payment, despite a reminder having been sent. In the event of a missed deadline, the seller is entitled to immediately withdraw from the contract and the customer is liable for all resulting damages.
9.5 If there is a risk that the payment claim cannot be fulfilled due to a deterioration in the financial circumstances of the Buyer that has occurred or become known after the conclusion of the contract, the Seller may demand advance payment and/or immediate payment of all outstanding invoices, including those that are not yet due, withhold goods that have not yet been delivered, and stop further work on orders that are still in progress. The Seller shall also have these rights if the Buyer fails to make payment despite a reminder.
9.6 In such cases, the Seller shall be entitled to reclaim goods already delivered but not yet paid for.
10. reservation of title
10.1 All goods shall be delivered by us subject to retention of title and shall remain our property until all claims have been settled in full.
10.2 The Buyer may sell the delivered goods only in the ordinary course of his business. The sale shall be made on the condition and requirement that the Buyer resells the goods only to branches of its group and to companies affiliated in the group or to end consumers.
10.3 The Buyer may not give away, pledge or assign by way of security the items delivered to it under retention of title.
10.4 The assertion of the reservation of title shall only constitute a withdrawal from the contract if this is expressly declared. In the event of goods being taken back, we shall be entitled to charge any transport and handling costs incurred. In the event of access by third parties to the goods subject to retention of title - in particular by way of seizure - the customer undertakes to draw attention to our ownership and to notify us without delay.
10.5 If the value of the security existing for the Seller exceeds its total claims and more than 10%, the Seller shall be obligated to release securities of its choice to this extent at the Buyer's request.
10.6 The Buyer shall store the reserved goods for the Seller free of charge. He shall insure them against the usual risks, such as fire, theft and water, to the customary extent. The Buyer hereby assigns to the Seller his claims for compensation to which he is entitled against insurance companies or other parties liable to pay compensation as a result of damage of the aforementioned kind to the amount of the invoice value of the goods. The Seller accepts the assignment.
11. contractual penalty
The Buyer undertakes to pay a contractual penalty in the amount of Euro 5,000:
- for each case of resale of the goods to unauthorized branches or third parties without or contrary to the contractual agreements [See item 10.(2)].
- for each case of other resale not in accordance with the contract, e.g. in the case of unauthorized clearance sales and/or in branches and/or sales outlets not specified when the order was placed.
12. data protection
12.1 The Buyer gives its consent that the personal data included in the purchase contract are stored and processed by the Seller with the aid of automated systems in the performance of this contract. The Buyer is obliged to notify the Seller of any changes in its business address as long as the legal transaction subject to the contract has not been completely fulfilled by both parties. If the notification is omitted, declarations shall be deemed to have been received even if they are sent to the last address notified.
12.2 Plans, sketches or other documents, as well as samples, catalogs, brochures, illustrations and the like shall always remain our intellectual property; the Buyer shall not be granted any rights of use or exploitation whatsoever.
13 Right of retention and set-off
The right of retention and the right of set-off are excluded.
14. other provisions
The rights of the buyer under the purchase contract can not be transferred.
All agreements, subsequent amendments, supplements, collateral agreements, etc. must be in writing to be valid.
15 Choice of Law/ Place of Jurisdiction
15.1 Place of performance for both contracting parties is A-4864 Attersee.
15.2 The language of the court is German.
15.3 The language of the contract shall be German.
15.4 Austrian law shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.
15.5 The place of jurisdiction for all disputes between the Buyer and the Seller shall be the court having subject-matter jurisdiction for 4864 Attersee (District Court Vöcklabruck, Regional Court Wels).
16 Legal validity
The possible, even partial, invalidity of individual aforementioned conditions does not limit the validity of the remaining parts.