OUR GENERAL TERMS AND CONDITIONS
Terms of Delivery and Payment
As of: 01.01.2019
Our deliveries and services are carried out exclusively in accordance with the following Terms of Delivery and Payment. They shall apply upon the placing of the order, but no later than upon the acceptance of the delivery or service by the customer after receipt of our order confirmation without regard to any conflicting terms of purchase of the customer.
All offers are non-binding; the contents of the contract are, in any event, the prices valid on the day of delivery. The delivery times stated in offers are non-binding. Agreements that run counter to these terms become binding on us only upon our written confirmation. All details, such as dimensions, weights, illustrations, descriptions, assembly diagrams and drawings in sample books, price lists and other printed matter, are only approximate, determined in accordance with our best efforts, but are not binding on us. Models and drawings remain our property.
- Delivery is undertaken at the expense and risk of the customer.
- Partial deliveries are permitted to a reasonable extent; they are regarded as an independent delivery.
- We reserve the right to choose the transport route and the means of transport.
- Delivery period
- Delivery is undertaken by arrangement. If we are in default of delivery, the buyer must set us a reasonable period of grace. After this grace period has expired, he may withdraw from the contract if the goods have not been declared ready for dispatch by our pre-supplier by the deadline and are not delivered by us without delay.
- Claims for compensation due to non-compliance with the delivery period or delivery date are excluded as far as is legally permissible.
The packaging of the goods in boxes is included in the price. Special packaging will be charged at cost price. The return and payment of packaging materials is excluded.
- Transport and breakage protection
Insurance against damage in transit, transport losses and breakage shall be taken out only on the explicit and written request of the customer at his expense and on his account. Notifications of claims must be made immediately upon receipt of the goods and their nature and extent immediately confirmed in writing. Damage in transit and shortfalls must be determined immediately upon the arrival of the consignment by means of an official report or similar evidence and attested on the accompanying documents (bill of lading, etc.). Claims arising from the losses must be assigned to us on request.
- The buyer must examine the goods and the packaging immediately upon delivery. The buyer has to notify us in writing of all discernible defects, shortfalls or wrong deliveries within five working days after delivery (Section 126 BGB [Civil Code]).
- The buyer must claim hidden defects in writing immediately after their discovery.
- In the event of faulty goods, defective parts must be replaced or repaired in accordance with the warranty. This also applies to technical defects. The buyer may not withhold payment of the purchase price in full on account of any complaints relating to his goods. Goods that are sold as inferior quality are, in this respect, not subject to the notification of defects.
- In the event of any damage caused by BUDDY Sales & Service GmbH, BUDDY Sales & Service GmbH is liable for intent and gross negligence, including that of its vicarious agents, in accordance with the statutory provisions.
- The same applies to damage caused negligently and resulting from injury to life, limb or health.
- In the event of negligently caused damage to material and property, BUDDY Sales & Service GmbH and its vicarious agents are only liable for the violation of a material contractual obligation; however, the amount is limited to the damage foreseeable at the time of the conclusion of the contract and typical for the contract (material contractual obligations are those whose fulfilment is essential to the proper implementation of the contract, and which the customer regularly trusts in their compliance).
- Any liability under the Product Liability and Product Safety Act remains unaffected.
- Return of goods
The buyer may only return goods with our prior consent. The goods returned will only be accepted if they are in perfect condition. Any return of custom-made products or goods specially procured at the customer’s request is excluded. A 10% processing fee will be deducted from the credit upon the return of goods. The delivery note, invoice and receipt must be presented. Payment of the purchase price cannot be made.
- Unauthorised discount deductions are not acknowledged. Payments made are always offset by us in order to settle the oldest due debits and the default interest accrued thereon. Any deviating provision of the debtor is without object. The customer has to assert any counterclaims against us independently.
- We can only credit discountable bills of exchange if we are able to dispose of the equivalent value. Discount charges and bill stamps shall be charged to the buyer. Cheques shall be credited subject to redemption.
- Unfavourable information or news regarding the customer’s financial position entitle us to demand immediate cash payment instead of the agreed payment terms, to assert our ownership rights with regard to the delivered goods, or to withdraw from the contract, without the need for a period of grace being set.
- Furthermore, we are entitled to carry out outstanding deliveries only against advance payment or the provision of a security. Moreover, we can prohibit the resale of goods delivered under retention of title and demand their return at the buyer’s expense if the buyer is in default of payment. In the event of non-payment up to 5 days after the invoice date, default is deemed to have occurred without any further reminder. As of the day of the delay, we are entitled to charge the interest that is usual at major banks for the unsecured loans, including all additional costs (overdraft interest and costs) without submitting any special proof. The assertion of any further damage caused by delay upon presentation of proof remains expressly reserved. Any right of retention of the customer vis-à-vis our payment claims is excluded insofar as the counterclaim is not explicitly recognised by us or has not been determined by a final judgment.
- Retention of title
- The retention of title agreed below shall serve to safeguard all current and future claims of BUDDY Sales & Service GmbH vis-à-vis the buyer that arise from the supply relationship between the parties to the contract (including balance claims arising from a current account relationship limited to this delivery relationship).
- The goods delivered to the buyer by BUDDY Sales & Service GmbH shall remain the property of BUDDY Sales & Service GmbH until full payment of all secured claims. The goods as well as the goods which, under the following provisions, that take their place and are subject to retention of title are hereinafter referred to as “Reserved Goods”.
- The buyer shall keep the reserved goods for BUDDY Sales & Service GmbH free of charge.
- The buyer is entitled to process and sell the reserved goods in the ordinary course of business until the event of enforcement (10.9). Pledges and assignments by way of security are prohibited.
- If the reserved goods are processed by the buyer, it is agreed that the processing is carried out in the name and for our account of BUDDY Sales & Service GmbH as the manufacturer and BUDDY Sales & Service GmbH directly acquires ownership or – if processing uses materials from several owners or the value of the processed item is higher than the value of the reserved goods – co-ownership (fractional ownership) of the newly created item in proportion to the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership occurs with BUDDY Sales & Service GmbH, the buyer hereby transfers his future ownership or – in the above-mentioned proportions – co-ownership of the newly created item to us as security. If the reserved goods are combined or inseparably mixed with other items to form a single item and one of the other items is regarded as the main item, if the main item belongs to him the buyer shall transfer to us pro rataco-ownership of the unified item in the ratio mentioned in sentence 1.
- In the case of the resale of the reserved goods, the buyer assigns to the seller now already, by way of security, any resulting claim against the purchaser – in the case of the joint ownership of BUDDY Sales and Service GmbH of the reserved goods in proportion to the ownership share. The same applies to other claims which take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or tort claims for loss or destruction. BUDDY Sales & Service GmbH revocably authorises the buyer to collect the claims assigned to us in his own name. BUDDY Sales & Service GmbH may revoke this authorisation only in the case of an event of enforcement.
- If third parties seize the reserved goods, in particular by way of attachment, the buyer shall immediately point out the ownership of BUDDY Sales & Service GmbH and inform BUDDY Sales & Service GmbH about it in order to enable BUDDY Sales & Service GmbH to enforce its ownership rights. If the third party is unable to reimburse BUDDY Sales & Service GmbH for the judicial or extra-judicial costs arising in connection with this, the buyer shall be liable for them.
- BUDDY Sales & Service GmbH will release the reserved goods and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. In this case, BUDDY Sales & Service GmbH is entitled to choose the items to be released.
- If, in the event of a breach of contract by the buyer – in particular default of payment – BUDDY Sales & Service GmbH withdraws from the contract (liquidation event), BUDDY Sales & Service GmbH is entitled to demand the surrender of the reserved goods
The buyer must notify us immediately of any attachment or other impairment by third parties.
- Place of performance and court of jurisdiction
The place of performance is Freiburg im Breisgau / Germany. The court of jurisdiction is the jurisdiction responsible for BUDDY Sales & Service GmbH.
- Written form
Any changes to written agreements, in particular the above Terms of Delivery and Payment, as well as additions and verbal assurances, must be in written form in order for them to be effective. Any oral modification of our Terms of Delivery and Payment is expressly Should any provision of these terms be or become ineffective, the validity of the rest of these terms shall not be affected by this. The statutory regulation shall take the place of the ineffective terms.
BUDDY Sales & Service GmbH
79098 Freiburg im Breisgau / Germany