General terms of delivery
BPS Ventures GmbH
(hereinafter "Supplier", "we" or "us")
§ 1 SCOPE OF APPLICATION
1.1 Our terms of delivery apply to all legal relationships with our customers to the exclusion of any other terms of business of the customer. Any deviation from these terms and conditions can only be made by written confirmation from the supplier.
1.2 Subsidiary agreements and deviating agreements require our written confirmation to be legally effective.
1.3 Our terms and conditions of sale shall also apply to all future transactions with the customer.
§ 2 ORDER AND CONCLUSION OF CONTRACT
2.1 All statements of the supplier, regardless of the form, in particular brochures, information sheets, price lists, Internet pages of the supplier are subject to change without notice, unless we expressly declare otherwise.
2.2 Orders can be placed by the customer by telephone, via the Internet in electronic form (e-mail), SMS and other messaging services. By ordering the goods, the customer bindingly declares that he wishes to purchase the ordered goods at the pricestated. A contract is only concluded upon written confirmation on our part, supplemented by the provision of these terms of delivery, or, in the absence of such a provision, by execution of the order.
2.3 The conclusion of the contract is subject to the reservation that we ourselves are supplied. This does not apply if the supplier is responsible for non-delivery, in particular if he has not concluded a congruent hedging transaction. We will inform the purchaser immediately about the non-availability of the goods and will refund any consideration paid without delay.
2.4 The information provided in the mail-order catalogue, brochures, price manuals, other documents and on websites - such as descriptions, dimensions, weights and illustrations - serves only to determine the goods, is only approximate and does not represent any information on the quality of the goods unless it is expressly designated as binding in writing. The condition, suitability, qualification and function as well as the intended use of our goods shall be determined exclusively by our expressly designated information and technical qualifications. Public statements, recommendations or advertising by us or third parties do not constitute a quality description of the goods. Loss of weight due to natural shrinkage, storage or the like cannot be excluded and shall not be at the expense of the supplier.
2.5 Guarantees regarding the quality or durability of our goods must be expressly identified as such in the order confirmation.
2.6 We expressly reserve the right to make changes in design or technical developments of the products offered by us which serve to improve them, do not endanger the purpose of the contract and are reasonable, even without prior notice.
§ 3 PRICES
(1) Unless otherwise expressly agreed, our prices are net plus value added tax without deductions, including freight, postage, packaging, transfer fees of any kind whatsoever and similar.
(2) In case of delivery by the supplier, the customer shall provide all necessary manpower and / or unloading equipment and/or safety measures for unloading.
(3) Unless otherwise agreed, our customer shall pay the invoice within 7 days after delivery of at least 50% of the goods and invoicing without deduction. Proof of receipt shall be deemed to have been provided by us upon proof of dispatch at the supplier's premises, with the addition of two working days. After expiry of the 14 days, the supplier is entitled to demand interest on arrears at 12% above the current base rate. The supplier reserves the right to assert further claims due to the customer's default of payment.
§ 4 DELIVERY AND RISK ASSUMPTION
(1) Delivery dates of the supplier are generally agreed with the customer as non-binding. If, in exceptional cases, binding delivery periods have been agreed, these shall commence upon receipt of the Supplier's order confirmation by the Customer, but not before the Customer has provided any documents, approvals, releases and any other necessary papers to be obtained by the customer and also not before receipt of any advance and/or partial invoice still outstanding from the supplier.
(2) Any binding delivery period shall be deemed to have been met when the goods are made ready for dispatch at the supplier's premises and the dispatch note is received by the customer. The proof of dispatch of the dispatch note shall be deemed to have been provided when the supplier has provided proof of dispatch.
(3) In cases of force majeure as well as in the event of the effects of industrial disputes, unforeseen events and delivery delays and / or delivery failures on the part of subcontractors of the supplier, the supplier's obligation to deliver on time shall not apply and any delivery period that may have been agreed as binding shall be extended accordingly. In addition, the supplier is entitled to withdraw from the contract for a period of 1 month in the event of the above-mentioned obstacles to delivery. In case of such a withdrawal it is agreed that there is no breach of duty on the part of the supplier.
(4) The supplier is expressly permitted to make partial deliveries and also to issue advance and / or partial invoices in this respect.
§ 5 DISPATCH AND RISK ASSUMPTION
The choice of the dispatch route as well as the mode of dispatch is made by us at our best judgement. The shipments travel at the risk of the buyer. The risk is transferred to the buyer by handing them over to the carrier / forwarding agent selected by the supplier. This also applies to partial deliveries, even if this was arranged by us or if we have assumed the shipping costs. We shall insure the goods dispatched by us against transport damage. Transport damages are to be reported to the deliverer immediately.
§ 6 PRODUCT QUALITY
(1) Deviations of the products within the agreed tolerances shall also be considered as contractual product quality. If no tolerances have been agreed, a deviation of up to 20% above the tolerances customary in the industry in the Western European area shall be deemed agreed as product quality.
(2) Any liability for material defects on the part of the supplier for the colour fastness of the delivered goods is expressly excluded between supplier and customer. This shall also apply to products of the supplier in which the colours are described as light and / or water-resistant.
(3) The purpose of use between the customer and the supplier is the purpose confirmed in the supplier's order confirmation.
§ 7 LIABILITY FOR MATERIAL DEFECTS
(1) The supplier's liability for material defects is limited to 3 months from the transfer of risk of the goods. Within these 3 months, the customer has a claim to the removal of any defects in the form of rectification and / or new delivery within a reasonable period of time at the supplier's discretion.
(2) The customer shall be obliged to inspect the goods without delay for all deliveries, including partial deliveries. All defects, including deviations inquantity and / or incorrect deliveries must be reported in writing within one week at the latest, insofar as these are identifiable in a proper inspection. The legal obligations according to § 377 HGB (German Commercial Code) remain expressly unaffected by this and are deemed to be effectively agreed between customer and supplier.
(3) Claims of the customer for expenses necessary for the purpose of subsequent performance are excluded to the extent that expenses are increased because the object of the delivery was subsequently moved to another location or the object of the delivery was installed in other materials. This exclusion shall not apply if the combination corresponds to the use which was communicated in writing from the beginning.
§ 8 CLAIMS FOR DAMAGES
The Supplier shall only be liable to the Customer to the extent that he, hise mployees and / or vicarious agents are guilty of intent, gross negligence and / or injury to life, body or health in the performance of the Supplier's contractual obligations. Regardless of this, the strict liability under the Product Liability Act remains unaffected. The liability for the culpable violation of essential contractual obligations remains unaffected.
§ 9 LIMITATION OF LIABILITY
The Supplier's liability - for whatever legal reason - towards the Customer is limited to a maximum amount of 5% of the scope of delivery of the contract from which the damage results per year and per damage event, unless a liability exceeding this amount exists under mandatory, non-binding law.
§ 10 OTHER
(1) Place of performance is the registered office of the supplier. Place of jurisdiction is the court responsible for the supplier's registered office.
(2) Only formal and substantive German law shall apply, excluding those provisions of German and international private law which would lead to the application of foreign legal standards, as well as excluding bilateral and multinational provisions (UN sales law, CISG).
(3) Subsidiary agreements in addition to these terms and conditions have not been made and can only be made in writing. A deviation from the written form requirement can again only be agreed in writing. An implied deviation between the parties is expressly excluded.
(4) The General Terms and Conditions of Delivery shall apply to the contractual relationship between the Supplier and the Customer for as long as no deviating provision has been expressly agreed in writing by the Supplier in its order confirmation.