GENERAL TERMS AND CONDITIONS
Rachel van Gurp UG, Elektrastraße 14, 81925 München
1. SCOPE OF APPLICATION
1.1. The following General Terms and Conditions will, in the respective version valid at the time the contract is con¬cluded, apply to all own sales transactions with business entities as defined in Article 13 Bürger¬liches Gesetzbuch (BGB – German Civil Code) through its on-line shop at www.rachelvangurp.com.
1.2. The current version of our General Terms and Conditions is available on our website at www.rachelvangurp.com or will be sent to the Customer on request.
1.3. The Customer’s different, opposing or supplemental General Terms and Conditions will not become constituent to the contract if they are not expressly confirmed in writing. Oral secondary agreements will also only become bin¬ding if they have been confirmed in writing.
2. QUOTATIONS AND THE CONCLUSION OF CONTRACTS
2.1. The presentation of the products in the on-line shop does not constitute a legally binding offer but only a request for orders to be placed. Errors excepted.
2.2. By concluding the ordering process, the customer will be placing a binding order for the products listed in the shopping cart. We may accept this binding offer within two weeks from receipt of the order by sending an express confirmation of order in text form (per fax, email or letter) or by delivering the ordered goods. The contract will only come into effect when on receipt of this acceptance by the Customer. Once the time limit of two weeks to accept the order has expired, the Customer may withdraw his / her order if acceptance has not already been effected. The withdrawal of the order must also be made in text form.
3. PRICES AND PAYMENT
3.1. The prices are gross prices including the statutory value added tax. Any stated freight, packaging and shipping costs are included.
3.2. We are offering the following payment options to the Customer insofar as not otherwise specified in the respec¬tive product depiction in the offer: advance payment by bank transfer, PayPal and invoice.
3.3. In the event of an agreed delivery time of more than four months and / or insofar as the delivery date is post¬poned by more than four weeks for reasons for which the Customer is responsible, we will be entitled to suitably adjust the contractually agreed prices if and to the extent that cost reductions or increases, particularly where mate¬rial costs, raw and / or auxiliary materials prices, wages, freight costs or public charges are concerned, occur. We will immediately inform the Customer of corresponding price adjustments and, in response to a corresponding request, provide evidence of the changes in costs on which they are based.
3.4. Confirmed prices will only apply to the respective order and will not be binding for follow-up orders unless the confirmed prices continue to be displayed for the respective product offers in the shop.
3.5. If not otherwise agreed, the invoiced amount will become due without deduction within 10 days of the invoice date. Receipt of payment will be the relevant factor in determining whether a payment has been made on time or not. Any agreed cash discounts will not be granted if the Customer has fallen behind with payments for previous deliveries. We will be entitled to charge € 10.00 for each payment reminder issued in the event of payment arrears. In the event of payment arrears or if an insolvency application has been made against the Customer, all invoices will immediately become due for payment.
4.1. If not otherwise indicated in the individual product offers or if not otherwise individually agreed with the Custo¬mer, the following delivery times will apply: in the event of invoiced payments, the delivery time will be up to 10 working days; in the event of payment in advance, the delivery time will be up to 10 working days after receipt of payment. We shall draw attention to any other delivery times on the respective product page. Axed delivery dates require our express written confirmation as a fixed date.
4.2. The fulfilment of our delivery obligation requires the punctual and proper fulfilment of the Customer’s obliga¬tions.
4.3. In the event that the Customer is in default of acceptance or if the customer breaches other duties of cooperati¬on, we will be entitled to demand compensation, including any additional costs, for the damages we have suffered. In this event, the risk of accidental destruction or accidental worsening of the purchased item will be transferred to the customer at the point in time the Customer defaults on acceptance.
4.4. In the event of delayed delivery, the Customer may within the scope of legal provisions only withdraw from the contract if we are responsible for the delay and if we were given a subsequent time limit of at least 14 days in writing. This does not shift the burden of proof to the Customer’s detriment.
4.5. We are entitled to make part deliveries if and to the extent such are reasonable for the Customer. We will attempt to coordinate any part deliveries with the customer beforehand.
4.6. If, subsequent to the conclusion of the contract, circumstances arise (e.g. out-of-court settlements, negative credit checks) that have a considerable negative effect on the Customer’s creditworthiness, we may refuse to perform until the counter-performance has been effected or the Customer has provided collateral. If the Customer does not meet this demand within a suitable time limit, we will be entitled to withdraw from the contract.
5. RESERVATION OF TITLE
5.1. We are reserving title in the supplied goods until all our claims (including all receivable balances from current accounts) to which we are entitled now or in future as a result of the business relationship with the Customer have been satisfied (goods in which title has been reserved).
5.2. The Customer will – on assignment of the claims resulting from the above – be entitled to sell the goods in which title has been reserved within the course of proper business as long as it has not fallen into arrears with payments. Pledging as collateral or transfer by way of security is not permitted. The Customer is already assigning to us in full any claims arising out of the onward sale or as a result of other legal reasons (e.g. insurance case, unauthorised ac¬tion) pertaining to the goods in which title has been reserved by way of security. If the goods in which title has been reserved are sold with other goods not belonging to us without or subsequent to further processing or combination, the claim from the sale will only be deemed to have been assigned to the amount that equals the value of the goods in which title has been reserved. We accept this assignment.
5.3. The Customer will on request be obliged to provide us with the names of its debtors and inform us of the to¬tal amount of the invoice claim. If we exercise our rights pertaining to the goods in which title has been reserved as a result of the Customer being in breach of contract, we will be entitled to enter the Customer’s premises to enable us to retrieve the goods in which title has been reserved.
5.4. We undertake to release the collateral to which the above provisions entitle us at our discretion and on the Customer’s request to the extent that the in the event of recovery realisable value of this collateral exceeds that of the claims being secured by at least 10 %.
6.1. If the Customer is an entity incorporated under public law or a special entity under public law or a business entity which at the time the contract is concluded is acting in the execution of his / her commercial or freelance professional work, the customer’s warranty claims for the purchase of new goods will lapse within one year. Commercial custo¬mers are obliged to immediately check goods – even if the goods are packaged – for apparent defects after receipt and to report any such defects in a manner that is verifiable in writing within 7 calendar days of receipt of the goods. Defects that could not be determined by careful checking must be reported in writing in the same way and within the same time limit starting with the time they were discovered, at most, however, within six months of receipt of the goods. Apparent transport damage must be reported in writing to the freight carrier immediately on receipt of the goods by the commercial Customer.
6.2. Warranty claims cannot be made for minor deviations from the agreed composition, particularly where colour and execution is concerned, in the event of natural wear or damage caused after the passage of risk as a result of incorrect or negligent treatment or maintenance or as a result of special outside influences.
6.3. Claims for compensation or compensation for wasted expenses will only exist in accordance with the provisions of Clause 7 of these General Terms and Conditions and are otherwise excluded.
6.4. Otherwise the statutory warranty provisions will apply.
7. LIABILITY / COMPENSATION
7.1. We will be liable in accordance with the statutory provisions in the event of harm caused by injury to life, limb or health for which we, our legal representatives and / or vicarious agents are responsible and for all damage covered by liability as set out in the product-liability law as well as for all damage caused through wilful or grossly negligent breaches of contract or through deceit.
7.2. To the extent that we have expressly provided a guarantee regarding the composition and / or durability of the subject matter of the contract or parts thereof, we will also be liable within the framework of this guarantee. For damages resulting from the absence of a guaranteed property or life period but which do not directly affect the sub¬ject matter of the contract, we will, however, only be liable if the risk of such damage is apparently covered by the guarantee of a property or life period.
7.3. We will also be liable for damage we have caused by simple negligent breach of such contractual duties that would have to be fulfilled for the contract to be properly executed and in which the customer regularly places his / her trust and may do so. The same applies when the customer is entitled to assert claims for compensation in place of the performance. We will, however, only be liable to the extent that the damages are typically associated with the contract and are foreseeable.
7.4. To the extent that our liability is limited by the above provisions, this will also apply to the personal liability of our salaried employees, workers, staff, representatives and vicarious agents.
8. PLACE OF FULFILMENT, PLACE OF JURISDICTION AND FINAL PROVISIONS
8.1. Should a provision of these terms of business be ineffective or impracticable or should it become so, this will not affect the other provisions effectiveness. In such cases, the contract partners undertake to use an effective and practicable provision that comes as close as possible to the commercial purpose of the provision to be replaced ins¬tead of the ineffective or impracticable provision.
8.2. If the Customer is a registered trader, an entity incorporated under public law or a special entity under public law, the place of jurisdiction for all disputes arising out of this contract – including actions on bills of exchange and cheques – will be our place of business. The same will apply when the customer does not possess a place of juris¬diction in Germany. We will, however, be entitled to take action against the customer at his/ her place of residence.
8.3. German law will apply on exclusion of the United Nations Convention on Contracts for the International Sale of Goods to these General Terms of Business and all purchasing contracts concluded on the basis of these conditions.