General Terms and Conditions of Sale

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General Terms and Conditions of Sale of Kareo-Retail GmbH, as of January 6th, 2022, for commercial transactions.

 

General Terms and Conditions of Sale

I. Scope of application

1. These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognise terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

2. These Terms and Conditions of Sale shall also apply to all future transactions with the Customer, insofar as they are legal transactions of a related nature (as a precaution, the Terms and Conditions of Sale should always be attached to the order confirmation)

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

II. Offer and conclusion of contract

If an order is to be regarded as an offer in accordance with Section 145 BGB, we can accept it within two weeks.

III. Documents provided

We reserve the property rights and copyrights to all documents provided to the customer in connection with the order placement - also in electronic form - such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in Section II, these documents must be returned to us immediately.

IV. Prices and payment

1. Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate. Packaging costs shall be invoiced separately.

2. Payment of the purchase price must be made exclusively t o the account specified overleaf. The deduction of a cash discount is only permitted with a special written agreement.

3. Unless otherwise agreed, the "... shall be paid within 14 days of delivery. Interest on arrears shall be charged at a rate of 8% above the respective base interest rate. We reserve the right to assert higher damages caused by default.

4. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labour, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

V. Rights of retention

The customer is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

VI. Delivery time

1. The commencement of the delivery period stated by us is subject to the timely and proper fulfilment of the customer's obligations. The defence of non-performance of the contract remains reserved.

2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

3. In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each full week of delay within the scope of a lumpsum compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value.

4. Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.

VII. Transfer of risk on despatch

If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer when the goods are dispatched to the customer, at the latest when they leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of fulfilment or who bears the freight costs.

VIII. Retention of title

1. Until full payment of all our present and future claims arising from the contract and an ongoing business relationship (secured claims), we reserve title to the delivered furniture, lamps and other accessories and furnishings supplied by us, hereinafter referred to as reserved goods.

2. The items subject to retention of title may not be pledged to third parties or assigned as security before the secured claims have been paid in full. The customer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties seize the reserved goods belonging to us (e. g. seizures).

3. If the customer acts in breach of contract, in particular in the event of non-payment of the remuneration due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the items subject to retention of title on the basis of the retention of title. The demand for return does not at the same time include the declaration of cancellation; rather, we are entitled to demand only the return of the reserved goods and reserve the right to cancel the contract. If the customer does not pay the remuneration 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.

4. The customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with (c) below. In this case, the following provisions shall apply in addition.

a). The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our reserved goods, 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 reserved goods delivered subject to retention of title

b). The customer hereby assigns to us as security any claims against third parties arising from the resale of the reserved 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 para. 2 shall also apply with regard to the assigned claims.

c). The customer shall remain authorised to collect the claim alongside us. We undertake not to collect the claim as long as the customer fulfils his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph 3. 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. In this case, we shall also be entitled to revoke the customer's authorisation to resell 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 customer's request.

IX. Warranty and notification of defects as well as recourse/manufacturer recourse

1. Warranty rights of the purchaser presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).

2. Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, body and health which are based on an intentional or negligent breach of duty by the user. Insofar as the law prescribes longer periods in accordance with Section 438 (1) No. 2 BGB (buildings and items for buildings), Section 445 b BGB (right of recourse) and Section 634a (1) BGB (construction defects), these periods shall apply. Our consent must be obtained prior to any return of the goods.

3. If, despite all due care, the delivered goods exhibit a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity for subsequent fulfilment within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction.

4. If the subsequent fulfilment fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

5. Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.

6. Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, including any dismantling and installation costs, are excluded if the expenses increase because the goods delivered by us have subsequently been moved to a location other than the customer's branch office, unless the transfer corresponds to their intended use.

7. Recourse claims of the purchaser against us shall only exist to the extent that the purchaser has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the purchaser's right of recourse against the supplier.

X. Miscellaneous

1. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The place of fulfilment and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.