General Terms and Conditions of Purchasing, Delivery, and Payment
Version June 2014
All offers and contracts regarding the deliveries and services of Trendhaus Handelsgesellschaft mbH (hereinafter referred to as the Supplier) are subject to the following General Terms and Conditions. They apply exclusively, take precedence over all contradictory purchase conditions which have not been recognised and also apply to future transactions. If any provisions of these General Terms and Conditions are fully or partially ineffective, this shall not affect the validity of the remaining part of the provision or the other provisions.
- Offers are not binding. Catalogues, price lists and depictions in the online shop do not constitute binding offers and are valid only in their respective current version.
- Certain features of the goods to be delivered are only to be considered as warranted or guaranteed if this has been agreed in writing.
- Drawings and other illustrations, samples, models, dimensions and weight information in our offers are only authoritative unless we have expressly described them as binding in writing. If Trendhaus is required to deliver items on the basis of drawings, designs or models, the Buyer hereby guarantees that the production and delivery of the items by Trendhaus do not infringe third-party rights. The Buyer shall release Trendhaus from all third party claims arising from the infringement of intellectual property rights. Trendhaus reserves the ownership and intellectual property rights for drawings and other images, samples and models which have been provided by the Buyer.
Cost estimates and offers must not be made available to third parties by the Buyer. Trendhaus undertakes to only make drawings and other illustrations, samples and models provided by the Buyer accessible to third parties with the express permission of the Buyer.
II. Scope of delivery
The offer made by Trendhaus specifies the scope of delivery, while the written acknowledgment by Trendhaus confirms offers made by the Buyer. Changes to the scope of delivery require the written confirmation of Trendhaus.
- The prices are ex works, including shipping but excluding packaging, unless a special agreement has been concluded. VAT shall be added to the prices at the respective statutory rate.
IV. Shipping and transfer of risk
- The place of performance for deliveries is generally the agreed loading point. The risk is transferred to the Buyer upon dispatch of the delivery, even if partial deliveries are made or if deliveries are made by Trendhaus free of charge. At the Buyer's request, the shipment can be insured by Trendhaus against theft, breakage, transportation, fire and water damage and other insurable risks.
- Trendhaus is not liable for transport delays, even if delivery free of charge has been agreed. Delivered goods are to be accepted by the Buyer, even if they have minor defects, irrespective of the liability for defects in the delivery (VIII).
- Information about shipping costs can be found on our website www.trendhaus-germany.com
V. Delivery times
- Specified delivery times are not binding and are only agreed as approximate dates. Delivery dates are only binding if they are expressly agreed in writing as fixed dates. When the goods are dispatched, the delivery date is adhered to with timely release to the transporter.
The Supplier is entitled to make partial deliveries. The delivery period begins when the order confirmation or offer has been submitted by Trendhaus, but not before full provision of the documents, permits and approvals to be furnished by the Buyer and not before receipt of the agreed payment.
- Force majeure, e.g. natural disasters, civil unrest, war, fire, embargo, labour disputes such as strikes or lockouts entitles the Supplier to suspend delivery, either in whole or in part, to the extent and for the duration of the disability. This shall also apply if such circumstances affect subcontractors.
- Any further claims for damages arising from the delay are excluded, except for in the case of intent or gross negligence or if the delay is due to the breach of a contractual obligation by the Supplier. In the abovementioned cases, compensation is limited to typical, foreseeable damages.
- If the dispatch is delayed at the Buyer's request, Trendhaus is entitled to charge the Buyer for costs resulting from the storage of the goods (in the case of storage on Trendhaus' own premises at least 0.5% of the invoice amount for each month) following notification of readiness for dispatch. Trendhaus is entitled to dispose of the delivery item after granting a reasonable grace period which is unsuccessful.
- Invoices submitted by Trendhaus are due for payment 30 days after the invoice date net cash or eight days after the invoice date with a discount of 2% per annum, unless expressly agreed otherwise.
- The order confirmation or offer by Trendhaus applies to payment deadlines. Payment and allocation deadlines generally start on the invoice date specified on the invoice submitted by Trendhaus. Default interest of 8% over the respective base rate of the German Bundesbank shall be charged in the event of late payments.
- Payment default is defined in accordance with the statutory provisions of the German Civil Code (BGB).
- The assertion of a right of retention from previous or other contracts is excluded. The offsetting of counterclaims is excluded, unless they have been accepted or established as being legally effective.
- In the case of new customers, Trendhaus reserves the right to request an advance cash delivery with 3% discount. Shipments abroad are dispatched against advance payment, cash on delivery with 3% discount or an irrevocable letter of credit.
VII. Extended retention of title
- Trendhaus reserves ownership of the delivery items until receipt of all payments specified in the delivery contract. In the event of delayed payment by the Buyer, Trendhaus is entitled to claim back the delivery items following a reminder with a fixed period. The Buyer is required to release the items. The recall or seizure of the delivered items by Trendhaus does not constitute withdrawal from the contract unless Trendhaus specifically states that this is the case. The Buyer is required to immediately inform Trendhaus in the event of seizure or other interventions by third parties.
- The purchaser is entitled to resell the delivery item in the ordinary course of business. The Buyer hereby assigns all receivables to us resulting from the resale of goods to their purchasers or third parties. The Buyer is entitled to collect such receivables, even after assignment of the goods. However, Trendhaus agrees not to collect assigned receivables as long as the Buyer meets their payment obligations. The Buyer is required to inform Trendhaus about the level of the assigned receivables and their debtors and to provide all information required for collection, submit the associated documents and inform the debtor about the assignment if requested by Trendhaus. The securities owed to Trendhaus shall be released if their value exceeds the receivables to be secured by more than 10%.
VIII. Liability for defective delivered goods
- The Buyer is required to inspect the goods immediately upon receipt for completeness and obvious defects. Obvious defects must be reported to the Supplier in writing immediately after receipt of the goods, but no later than ten calendar days after receipt by the Buyer. Any hidden defects must be reported in writing to the Supplier immediately upon discovery, but no later than ten calendar days after discovery. To comply with the notification obligation, the Buyer is required to specify - in general terms - the defect, the delivery, order number and time of delivery. Complaints which are not submitted or are delayed shall result in a loss of warranty rights in accordance with Section 377 of the German Commercial Code (HGB).
- If the purchased item is defective, the warranty rights of the Buyer shall initially be limited to fulfilment in the form of rectification of the defect or a replacement delivery of an item free of defects within a reasonable period of time. The rectification or replacement delivery shall be performed at the expense of the Supplier.
- If the rectification or replacement delivery is unsuccessful, the Buyer is entitled to withdraw from the contract or reduce the purchase price within the scope of the legal regulations.
- The Supplier is liable according to the statutory provisions insofar as the Supplier or their assistants are guilty of intent or gross negligence. However, liability for damages is limited to foreseeable, typically occurring damage if the Supplier is not guilty of an intentional breach of contract.
- The Supplier's liability for culpable injury to life, body or health remains unaffected. This also applies to mandatory liability under the Product Liability Act (Produkthaftungsgesetz).
- Unless agreed otherwise above, liability is consequently also excluded for damages arising from negligence when concluding the contract, other breaches of duty and other tort claims for damages to property, regardless of the legal nature of the asserted claim.
- The limitation period for warranty claims is 12 months from the date of delivery.
IX. Advertising text and design sketches
In the case of orders involving advertising text and design sketches, the requested text and drawings or other illustrations must be submitted in a clearly legible and identifiable format. Trendhaus is not liable for incorrect deliveries resulting from unclear instructions. In the case of design sketches, the sketches provided by the Buyer shall be given precedence over other descriptions.
X. Choice of law and jurisdiction
- The law of the Federal Republic of Germany applies exclusively, with the exception of the CISG.
- The place of jurisdiction is agreed as D-Nuremberg. However, the Supplier is also entitled to bring an action against the Buyer at the Buyer's own place of residence.
- Unless agreed otherwise, the place of performance is the registered office of the Supplier.
Trendhaus Handelsgesellschaft mbH
D-92369 Sengenthal-Reichertshofen, Germany
Telephone: +49 9181 32024-0
Telefax: +49 9181 32024-99