§ 1. Scope of Terms and Conditions
(1). The following General Terms and Conditions apply exclusively to the sale of goods and other services by small foot GmbH & Co. KG, Achimer Strasse 5, 27755 Delmenhorst, Germany, represented by Mr. Pascal Adam (Managing Director) (hereafter known also as: small foot or the Supplier or “we”) and the Customer (hereafter known also as: Customer or Purchaser) from the product catalogue (paper version).
(2). Conflicting conditions or sales conditions from the Customer which differ from our sales conditions will not be recognised by us unless we explicitly acknowledge their validity in writing. Our sales conditions will also be valid when we unconditionally execute the delivery of goods with knowledge of conflicting sales conditions from the customer or with knowledge of sales conditions from the Customer which differ from our own.
(3). All agreements between us and the Customer affected by the execution of this contract are hereby nullified by these General Terms and Conditions. Our sales conditions are only valid for entrepreneurs as defined in § 310 Para. 1 of the German Civil Code. (4). The Customer asserts that they are an entrepreneur as defined by § 14 of the German Civil Code.
§ 2. Model Changes / Price Adjustments
(1). We expressly reserve the right to alter products insofar as it is required for legal reasons without any explicit announcement thereof. This constitutes the non-binding offers. If an order of affected products has been placed, we will inform the customer of the changes. Prices are subject to change.
(2). All given dimensions in the catalogue or other publications are approximate.
(3). All products are delivered without batteries unless stated otherwise.
§ 3. Prices and Conditions of Payment
(1). All prices are quoted ex works Lager Delmenhorst, Germany, plus applicable lawful VAT, shipping costs and packaging costs inasmuch as there are no other costs stated in the acknowledgement of order. The VAT and the packaging and shipping costs will be noted separately in the invoice.
(2). Our invoices are payable 30 days after the invoice date strictly net via bank transfer. Payments with cheques will not be accepted.
(3). The invoice will be sent electronically.
(4). Inasmuch as a delivery date is arranged at least four months after the conclusion of contract, the applicable prices in the most current catalogue at that time will be valid.
(5). The Customer can receive discounts under the following conditions: upon payment within 14 days of the invoice date, 2% of the net price will be discounted; upon payment in advance, 3% of the net price will be discounted.
(6). The Customer’s right of offset exists only when the Customer’s counterclaim is made legally binding, is uncontested or is acknowledged by us. In addition, the Customer’s right of retention is only allowed if the Customer’s counterclaim occurs within the same contractual relationship.
(7). If default of payment by the Customer occurs, this will result in all other open invoices from us becoming immediately due.
§ 4. Conditions of Delivery
(1). Unless otherwise noted in a written agreement, delivery will take place via Free Carrier (FCA) terms. Transportation of wares occurs at the Customer’s cost and risk.
(2). small foot reserves the right of withdrawal if the Customer makes untrue statements about their creditworthiness, if the Customer halts payments, or if the Customer applies for bankruptcy via their assets. We also reserve the right of withdrawal when we become aware of circumstances which preclude or delay the fulfilment of the contract by the Customer.
(3). The Customer has the right to sell the wares obtained from us via stationary trade. Inasmuch as the Customer does not sell our wares themselves but instead sells our wares via online sales portals, a special written agreement must be made.
§ 5. Delivery Time / Delayed Delivery
(1). The beginning of the delivery time given by us presupposes the clarification of all technical questions.
(2). The adherence to our delivery obligation presupposes the timely and proper fulfilment of the Customer’s obligations. The objection to an unfulfilled contract is reserved.
(3). If default of acceptance occurs with the Customer, or if the Customer culpably violates their obligations to cooperate, we reserve the right to demand compensation for any damages incurred, including additional expenses. Further claims or rights are reserved.
(4). Inasmuch as the prerequisites from Para.
(5). Inasmuch as the delay in delivery occurs due to a grossly negligent breach of contract by us, our compensation liability is limited to the foreseeable and typically occurring damages.
(6). We also accept liability in accordance with the applicable legal provisions inasmuch as the delay of delivery for which we are responsible is a culpable breach of an essential contractual obligation; in this case, our compensation liability is limited to the foreseeable and typically occurring damages.
(7). The Customer reserves all other lawful claims and rights in this regard.
§ 6. Retention of Title
(1). We reserve the title of the purchased goods until the receipt of all payments from the delivery contract. Upon any conduct by the Customer contrary to the contract, particularly in the case of default on payment, we reserve the right to retrieve the purchased goods. A retrieval of the purchased goods by us constitutes a withdrawal from the contract. We reserve the right of utilisation of the goods retrieved, and the proceeds thereof shall come at the cost of the Customer – less appropriate utilisation costs.
(2). The Customer is obligated to handle the purchased goods with care; in particular, the Customer is obligated to insure the purchased goods at their values as new against fire damage, water damage and theft. Inasmuch as maintenance and inspection work must be done to accomplish this, the Customer must undertake these at their own cost.
(3). Upon seizure of the goods or other interventions by third parties, the Customer is obligated to notify us so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure. Inasmuch as the third party is not able to reimburse us for all judicial and extrajudicial expenses of legal action in accordance with § 771 of the German Code of Civil Procedure, the Customer is then liable for the incurred losses.
(4). The Customer is entitled to sell the purchased goods in the proper course of business; the Customer is obligated to assign all claims of the final invoice amount (including VAT) which arise from the resale of the goods to their customers or third parties regardless if the purchased goods are resold without or after the processing or not. The Customer remains entitled to collect these claims after assignment. Our authorisation to collect the claims ourselves remains unchanged. However, we are obligated to not collect the claims so long as the Customer meets his payment obligations from the received proceeds, does not default on payments and particularly does not apply for bankruptcy or cessation of payment. If any of these occur, we are entitled to request that the Customer inform us of the assigned claims and their debtors, to give us all information required for the collection of payment, to send us the applicable documentation and to inform the debtors (third parties) of the claim assignment.
(5). We are obligated to release the securities owed to us upon request by the Customer when the feasible value of our securities exceeds 10% of the secured claims; the decision of which of the securities are to be released lies with us.
§ 7. Warranty, Liability
(1). Claims of defects by the Customer presuppose that the Customer has duly complied with their obligation to inspect and complain according to § 377 HGB (Commercial Code). The Customer is obliged to inspect the goods after delivery and to promptly make a complaint if necessary.
(2). If there is a defect in the goods, small foot reserves the right to rectification by our choice of either a remedy of the defects or a subsequent delivery of new, defect-free goods. In the case of a remedy of defects or a replacement delivery, we are obligated to carry the costs of all actions required for rectification, particularly transportation costs, road costs, labour costs and material costs to the extent that these costs are not increased due to delivery at a location other than the agreed upon place of delivery.
(3). If the rectification fails to properly take place, the Customer reserves the right to request a cancellation of contract or a reduction of the purchase price.
(4). small foot holds liability according to the applicable legal guidelines inasmuch as the Customer asserts the claim that the damages occurred due to intent or gross negligence, including that of our representatives or subcontractors. As long as we are not accused of a breach of contract, our liability for damages is limited to the foreseeable, typically occurring damages.
(5). small foot holds liability according to the legal guidelines to the extent that we are culpable of a significant breach of contract; however, even in this case, our liability for damages is limited to the foreseeable, typically occurring damages.
(6). Inasmuch as the Customer is entitled to compensation for damages instead of delivery, our liability for damages is limited to the foreseeable, typically occurring damages.
(7). Liability for culpable injury to life, body or heath shall remain unaffected; this also applies to mandatory liability according to the product liability law.
(8). Inasmuch as nothing else has been separately agreed upon, our liability is excluded.
(9). Inasmuch as our liability for damages is excluded or limited, this also applies to the personal liability for damages of our employees, staff, personnel, representatives and subcontractors.
(10). The limitation period for warranty claims is 12 months after the transfer of risk.
(11). The above provisions also apply to defects of title inasmuch as they are applicable. In the case of a defect of title for which a written warning already exists, it is requested that the affected party promptly contact small foot so that the alleged violation or infringement by small foot can be examined.
§ 8. Data Protection
In the context of the purchase order, the following data are collected, processed and stored: First name and surname, Email address/telephone number/fax number, Name of company, Billing and delivery address, Bank information, if applicable We require these data in order to create your user account and to fulfil our contractual obligations in the context of the ordering process. Insofar as it is agreed, we will use your email address to send your email newsletters to inform you of new products or general topics related tosmall foot . If desired, we also send newsletters via fax. You may unsubscribe from the newsletter at any time via the link at the end of the newsletter email. In addition, we use your email address to send you status emails, for example when you log in or when you place an order.
Apart from this, our Data Privacy Statement applies (visible below: https://b2b.small-foot.de/en/data-protection-and-security/). The storage of personal data only occurs in order to fulfil the purpose for which the data was entrusted to us. Insofar as we must store data for legal purposes, this data will be blocked and will not be used for any further purposes. You may object to the storage of your data at any time.
§ 9. Place of Jurisdiction – Place of Fulfilment
(1). Insofar as the Customer is a registered trader, a legal entity under public law or a public special asset, our place of jurisdiction is our registered office; we also reserve the right to sue the Customer in their local court of law, if the need arises.
(2). The laws of the Federal Republic of Germany apply.
(3). Unless otherwise officially indicated, the place of fulfilment is our registered office.
NOTE: We should point out that the retail trade is obliged to hand over the CE stickers supplied loose with some articles to the ultimate consumer together with the goods!
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