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AGB B2B

elemente clemente

  1. I. CONCLUSION OF CONTRACT, CONTENT OF CONTRACT

    1. 1. these General Terms and Conditions apply only to transactions with customers who are entrepreneurs. Our offers, deliveries and services are subject exclusively to these Terms and Conditions of Delivery and Payment. General terms and conditions of the customer shall not become part of the contract, even if we do not expressly object to them again.
    2. 2 Our offers are subject to change. The customer is bound to his order until his written revocation, but at least eight weeks, so that we have sufficient time for all arrangements with our suppliers. The purchase contract is concluded upon written confirmation of the order or upon delivery of the ordered goods.
    3. 3. we do not deliver at risk and therefore only under the following conditions:
    4. 4. factoring: We work with a factoring company that provides credit insurance for our customers and buys our receivables:
      1. a) We reserve the right to reject orders if our factor does not provide credit insurance for the customer. We will explain the rejection to the customer immediately.
      2. b) In the event that we learn after conclusion of the contract that our factor has canceled or reduced the customer’s credit limit, we are entitled to demand advance payment or a bank guarantee until delivery of the ordered goods or to withdraw from the contract and demand compensation instead of performance.
    5. 5. advance payment: In the event of clause 4 b or non-insurance by the factor or if and we become aware of other circumstances (e.g. repeated default of payment, bill and check protests, enforcement measures against the customer or his legal representatives, Schufa entry) which make our claims appear to be at risk, we may demand an advance payment or a bank guarantee up to the amount of the delivery value. If the advance payment is not made within the required period (at our discretion), the order shall not go into production and we shall be entitled to withdraw from the contract and demand compensation instead of performance. We reserve ownership rights and copyrights to illustrations, product samples, sample books, sketches, drawings and other items. They may not be made accessible to third parties without our prior written consent and must be returned immediately upon request.

  2. II. USE OF OUR BRAND IN ADVERTISING

    1. Our customer undertakes to use only our “Elemente Clemente” brand as shown at the top of this page when advertising our goods. The same obligation applies to our representatives who sell our goods on our behalf. In any case, our goods may only be advertised with our trademark after we have approved the graphic representation of our trademark in writing with knowledge of the respective medium.

  3. III. PRICES, PAYMENTS

    1. 1. our prices are net plus VAT at the statutory rate ex warehouse Munich (excl. transportation and packaging). In the case of deliveries abroad, the customer shall bear all customs duties and border taxes. Packaging shall be carried out at our best discretion and charged at cost price.
    2. 2 In the absence of any agreement to the contrary and except in the case of clause I.5, our invoices are payable net within 60 days of the invoice date. If payment is made within 10 days, we grant a discount of 4 percent. In the case of consignments for selection, our invoices are payable immediately.
    3. 3. if the customer is in default with any payment obligations towards us in whole or in part, all claims arising from the business relationship shall become due for immediate payment.

  4. IV. DELIVERY DATES

    1. 1. the delivery dates are as follows: for the winter season in the period from July to September and for the summer season in the period from January to March. Customer requests for a binding delivery date shall only become part of the contract if we confirm the delivery date in text form.
    2. 2. unforeseen events for which we are not responsible (e.g. non-delivery or delayed delivery of goods by upstream suppliers, delays in the delivery of materials, import difficulties, operational and traffic disruptions, force majeure) shall extend the delivery time appropriately. If we are unable to perform even after reasonable extensions, both the customer and we shall be entitled to withdraw from the contract. Claims for damages by the customer are excluded in this case.
    3. 3. if we are unable to meet a binding delivery date for reasons for which we are responsible, the customer must set us a subsequent delivery period of at least 10 days without success before he may withdraw from the contract and/or claim damages.
    4. 4. we are entitled to make partial deliveries.
    5. 5. we have the right to sub-deliver up to 5% of the confirmed order value.

  5. V. SHIPMENT AND TRANSFER OF RISK

    1. The risk shall pass to the customer as soon as the goods are taken over by a forwarding agent or carrier at our premises or the distribution warehouse. This shall also apply if we assume further services, such as carriage paid shipment, delivery or similar. This does not apply to the purchase of consumer goods.

  6. VI. RESERVATION OF TITLE

    1. 1. delivered goods shall remain our property until all claims arising from the entire business relationship have been settled in full.
    2. 2. the customer is not permitted to pledge or assign the reserved goods as security.
    3. 3. the customer assigns to us in advance all claims resulting from the resale of the goods subject to retention of title, as well as any claims for compensation in respect of the goods subject to retention of title.
    4. 4. the customer is only entitled to resell the reserved goods under the following conditions:
      1. a) The goods subject to retention of title may only be sold in the ordinary course of business, in particular only at normal market and seasonal prices.
      2. b) The customer must not be in arrears with his payment obligations to us.
    5. 5. the customer must accept payments from his customers for our account and use them primarily to settle our claims.
    6. 6. the customer must avert seizures, confiscations or other access by third parties to the reserved goods as far as possible and inform us immediately.
    7. 7. in the event of conduct in breach of duty which jeopardizes our security interest, in particular in the event of default in payment and in the event of disregard of the conditions set out in paragraph 4, the customer shall refrain from any disposal of the goods; in such cases we shall be entitled to demand the immediate surrender of the reserved goods in whole or in part, even without withdrawing from the contract, or to remove the goods from the customer’s business premises and/or warehouse and to dispose of them on the open market at the best possible price.
    8. 8. if the value of our existing securities exceeds the amount of the secured claims by more than 20%, we shall release corresponding securities at our discretion at the customer’s request.

  7. VII. MALES

    1. 1. we guarantee that the delivered goods have a quality that is generally customary for goods of the same type and that the customer can expect according to the type of goods. Insignificant deviations shall not be deemed defects. This applies in particular to customary or minor or technically unavoidable deviations in quality, color, size, weight, finish or design. We shall not be liable for the infringement of third-party property rights if we were not aware of this delivery.
    2. 2. the customer shall lose the right to invoke a defect if he does not carefully inspect the delivered goods immediately after delivery and does not give written notice of any defect that he has discovered or should have discovered immediately, at the latest within one week of delivery. An effective complaint requires that the type of defect and the date of discovery are precisely specified.
    3. 3. if there is a defect, the customer shall be entitled to the statutory rights. We may choose between remedying the defect or supplying a replacement and may refuse to supply a replacement if replacement goods are no longer in stock.
    4. 4. we shall only be obliged to compensate for damages, in particular loss of profit, in accordance with Section VIII.
    5. 5. claims for defects and claims for reimbursement of expenses of the customer shall become statute-barred after one (1) year. The period begins with the delivery of the goods.§ 479 para. 2 BGB remains unaffected.
    6. 6. the customer shall lose his claim for reimbursement of expenses pursuant to § 478 para. 2 BGB if he does not assert it immediately in writing and does not notify us immediately in writing of complaints and/or claims for defects by his customer, as well as the manner of fulfillment of claims by his customer.
    7. 7. in the case of the sale of second choice goods and special items, claims for defects by the buyer are excluded.

  8. VIII. LIABILITY

    1. 1. we shall only be liable for damages or expenses of the customer if and insofar as these are based on an intentional or grossly negligent breach of duty by us or a legal representative or vicarious agent of ours.
    2. 2. the limitation of liability in paragraph 1 shall not apply to damages and/or expenses resulting from injury to life, limb or health.
    3. 3 Furthermore, the limitation of liability in paragraph 1 shall not apply to such damages and/or expenses that are based on a culpable breach of material contractual obligations. However, our liability shall be limited to typical and foreseeable damage, except in cases of intent and gross negligence.
    4. 4. all mandatory statutory claims for damages and claims under the Product Liability Act remain unaffected by the limitation of liability in paragraph 1.

  9. IX. CHOICE OF LAW, PLACE OF PERFORMANCE, PLACE OF JURISDICTION

    1. 1. the law of the Federal Republic of Germany shall apply.
    2. 2. place of performance for all contractual claims is Munich.
    3. 3. the exclusive place of jurisdiction is Munich. However, we are also entitled to take legal action at the customer’s registered office.
  10. Essential Clothing GmbH, as of 02.05.2014
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