GENERAL CONDITIONS OF SALE
STC Schäfer Toy Company GmbH
§ 1 - General - Scope of application
(1) Our terms of sale apply exclusively; We do not accept any terms and conditions of the customer which deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale also apply if we carry out the delivery to the purchaser unconditionally in the knowledge of conditions of the customer which deviate from our sales conditions.
(2) All agreements between us and the customer for the purpose of carrying out this
Contract are laid down in this contract in writing.
(3) Our terms of sale apply only to contractors in the sense of § 310 (1) BGB (German Civil Code).
(4) Our terms of sale also apply to all future transactions with the purchaser.
§ 2 - Offer - Offer documents
(1) Our offer is free of charge, unless otherwise stated in the order confirmation.
(2) We retain ownership and copyrights in illustrations, drawings, calculations and other documents. This also applies to such written documents, which are referred to as "Confidential". Prior to their transfer to third parties, the customer requires our express written consent.
§ 3 - Prices - Terms of Payment
(1) Unless otherwise stated in the confirmation of order, our prices shall apply
"Ex works", excluding packaging; This will be invoiced separately.
(2) VAT is not included in our prices; She is in
Statutory amount on the date of the invoice in the invoice separately.
(3) The deduction of cash discount requires special written agreement.
(4) Unless otherwise stated in the order confirmation, the purchase price is payable net (without deduction) within 10 days from the invoice date. The statutory regulations apply as to the consequences of the delay in payment.
(5) The customer is entitled to set-off rights only if his counterclaims have been legally established, undisputed or acknowledged by us. In addition, he is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 4 - Delivery time
(1) The start of the delivery time specified by us shall require the clarification of all technical questions.
(2) Compliance with our delivery obligation also requires the timely and proper fulfillment of the customer's obligation. The exception of the unfulfilled contract remains reserved.
(3) If the purchaser is in default of acceptance or if he culpably violates any other cooperation obligations, we are entitled to demand compensation for the damages incurred, including any extra costs. We reserve the right to make further claims.
(4) Insofar as the requirements of para. (3) are present, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the purchaser at the time at which the latter is in default of acceptance or default.
(5) We are liable according to the statutory provisions insofar as the underlying purchase contract is a fixed transaction within the meaning of § 376 HGB. We shall also be liable according to statutory provisions, provided that, as a consequence of a delay in delivery for which we are responsible, the purchaser is entitled to assert that his interest in the further fulfillment of the contract has been in abeyance.
(6) Furthermore, we shall be liable according to the statutory provisions if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; A fault of our representatives or vicarious agents is attributable to us. If the delivery contract is not based on an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
(7) We shall also be liable according to statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable violation of a fundamental contractual obligation;
In this case, however, the liability for damages is limited to the foreseeable, typically
(8) In the event of a delay in delivery, we shall be liable for a default of 3% of the delivery value, but not more than 15% of the delivery value, for each completed week.
(9) Further legal claims and rights of the customer remain reserved.
(10) In cases of force majeure, i. In the case of circumstances and occurrences which can not be prevented with due diligence, the contractual obligations between the contracting parties shall be suspended for the duration of the disturbance and to the extent of their effect.
If the resulting delays exceed the period of six weeks,
Then both contracting parties are entitled to withdraw from the contract. There are no further claims in this case.
(11) An agreed delivery period is adequately prolonged in case of struggles, in particular strikes and lockouts, as far as such obstacles can be shown to have a significant effect on the fulfillment of our delivery obligations.
(12) Partial deliveries are permitted.
§ 5 - Transfer of Risk - Packaging Costs
(1) Unless otherwise stated in the order confirmation, delivery "ex works" shall be agreed.
(2) Transport and all other packaging in accordance with the packaging regulations are not accepted; Except pallets. The purchaser is obliged to provide for disposal of the packaging at his own expense.
(3) If the customer so wishes, we will cover the delivery by means of a transport insurance; The purchaser bears the costs incurred in this respect.
§ 6 - Liability for Defects
(1) Claims for defects by the customer presuppose that the customer is entitled to claim damages pursuant to § 377 HGB
Owed to investigate and report complaints. The purchaser shall store the goods complained about in an appropriate manner until they have been inspected by us.
(2) In the event of a defect in the purchased goods, we shall be entitled, at our discretion, to supplementary performance in the form of a defect removal or to supply a new defect-free product. In the case of the rectification of defects, we shall be obligated to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, path, work and material costs, up to the amount of the purchase price, provided that these are not increased by the fact that the purchased item is moved to a different location than The place of performance.
(3) If the supplementary performance fails, then the customer is entitled, at his option, to demand rescission or reduction.
(4) We are liable according to the statutory provisions, if the purchaser asserts damages claims based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. To the extent that no deliberate breach of contract is charged to us, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We are liable according to the statutory provisions, insofar as we culpably violate a fundamental contractual obligation; In this case, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(6) Liability for culpable injury to life, body or health shall remain unaffected; This also applies to mandatory liability under the Product Liability Act.
(7) Unless stated otherwise, the liability is excluded.
(8) The period of limitation for claims for defects shall be 12 months, calculated from the passing of the risk. The statute of limitations for all claims which are not subject to the limitation period due to a defect of the item shall be an exclusion period of eighteen months. It begins with knowledge of the damage and the person of the injured person.
(9) The period of limitation in the case of a supply regress pursuant to Sections 478, 479 BGB remains
unaffected; It shall expire no later than two months after the date on which the purchaser has received the
§ 7 - Total liability
(1) Any further liability for compensation than in § 6 is excluded - without consideration for the legal nature of the claim asserted. This applies in particular to claims for damages arising from negligence in the case of contract conclusion, due to other breaches of duty or due to delictual claims for compensation for material damage pursuant to § 823 BGB.
(2) Insofar as liability for damages against us is excluded or restricted, this also applies with regard to the personal liability for damages of our employees,
Employees, employees, representatives and vicarious agents.
§ 8 - retention of title
(1) We retain title to the purchase item until all payments from the business relationship with the Purchaser have been received - upon payment by check or bill of exchange until their redemption. In case of breach of contract by the customer, in particular in the event of a delay in payment, we are entitled to take back the purchased item. The withdrawal of the purchase item by us does not constitute a withdrawal from the contract, unless we had expressly declared this in writing. In the attachment of the purchase object by us is always a withdrawal from the contract. We shall have the right to use the goods after the goods have been returned, if we have threatened them in advance with a reasonable period; The proceeds from the sale must be credited to the liabilities of the customer - less appropriate costs of realization.
(2) The purchaser is obliged to handle the purchased item carefully and appropriately; In particular, he is obliged to insure these at his own expense against fire, water and theft damage at his own expense.
(3) In case of seizures or other interventions by third parties, the purchaser must notify us immediately in writing so that we can bring an action pursuant to § 771 ZPO. If the third party is not in a position to reimburse us for the court and extrajudicial costs of an action pursuant to § 771 ZPO, the customer is liable for the loss incurred by us.
(4) The purchaser is entitled to resell the purchase item in the ordinary course of business; However, he already assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim arising from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing , The purchaser is also authorized to collect this claim after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the purchaser complies with his payment obligations arising from the revenues collected, is not in arrears with payment and, in particular, no application for opening insolvency proceedings has been filed or payment has been made. If this is the case, we can demand that the customer notify us of the assigned claims and their debtors, make all the necessary information for collection, hand over the related documents and notify the debtors (third parties) of the assignment.
(5) The processing or conversion of the purchased goods by the customer is always carried out for us. If the object of purchase is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the item purchased (final invoice amount including VAT) to the other processed items at the time of processing. In addition, the same thing applies to the goods resulting from the processing as for the purchased goods subject to reservation.
(6) If the object of purchase is inseparably mixed with other items not belonging to us, we acquire the co-ownership of the new item in proportion to the value of the item purchased (final invoice amount including VAT) to the other mixed items at the time of the mixing. If the mixing is carried out in such a way that the item of the customer is to be regarded as the main item, then it is agreed that the purchaser shall transfer us proportionately co-ownership. The purchaser shall store the resulting sole proprietorship or co-ownership for us.
(6) We undertake to release the securities to which we are entitled at the Purchaser's request insofar as the realizable value of our collateral exceeds the claims to be secured by more than 10%; The choice of collateral to be released is our responsibility.
§ 9 - Jurisdiction - Place of Performance
(1) If the Purchaser is a merchant, our place of business is jurisdiction; However, we are also entitled to sue the customer at his place of residence.
(2) The law of the Federal Republic of Germany shall apply; The validity of the UN purchase law
(3) Unless otherwise stated in the order confirmation, our place of business is
Place of fulfillment.