General terms and conditions of business and delivery (GTC) ComoLeather andFashionGmbH–
Managing DirectorIlkay Aydin
As of December 2018
1. Validity of the GTC
1.1. These general terms and conditions apply to all business with natural or legal persons or partnerships who, when the contract is concluded, are exercising their commercial or independent professional activities (entrepreneurs as defined in Section 14 of the German Civil Code), as well as for contracts with legal persons belonging to public law or public law special funds.
1.2. Our offers, deliveries and services are made exclusively on the basis of these general terms and conditions.
1.3. We are entitled at any time to add or change these terms and conditions within a reasonable period of notice
Days contradicts, counting from the point in time at which the change was pointed out and had the opportunity to view the changed text. Furthermore, we shall have the right to terminate the agreed terms and conditions within a reasonable period.
1.4. Our employees, commercial agents or other sales agents are not authorized to make declarations that deviate from these terms and conditions or to make promises or other declarations, in particular guarantees, declarations on the quality or suitability for use or warranty.
2. Offer / conclusion of contract / reservation of self-supply
2.1. Our offers are always non-binding and non-binding. The customer is bound to an order for 1 month upon receipt by us. A binding contract comes only through acceptance of the order status. An express declaration of acceptance towards the customer is not required due to us.
2.2. The conclusion of the contract is always subject to self-delivery.
3. Place of performance and fulfillment
3.1. The place of performance and fulfillment for the mutual contractual obligations is our commercial branch
3.2. Insofar as a different place of performance or place of performance is individually agreed in individual cases, this only applies to the specific transaction.
4.1. A delivery is only owed by us as expressly agreed.
4.2. We are entitled to partial deliveries and partial invoices if this does not conflict with the unjustified interests of the customer.
4.3. Delivery dates and deadlines are only binding if they have been expressly agreed in writing as binding. If a non-binding delivery date is exceeded, we are only in default after receiving a written reminder and a grace period of 14 days has expired.
4.4. Deliveries are always made unpaid from our warehouse, at the risk and expense of the customer. The dispatch follows uninsured. The choice of the person and type of transport is up to us. The risk of accidental loss or accidental deterioration of the goods is transferred to the customer when the goods are handed over to the freight forwarder, the carrier or any other person or third party appointed to carry out the shipment. This also applies if, in exceptional cases, we bear the shipping costs. The transfer is the same if the customer is in default of acceptance. In the event of a delay in delivery for reasons for which the customer is responsible, the risk passes to the customer as soon as the notification of readiness for dispatch has been made Business hours at your own risk and on account to collect from our warehouse. If the service is delayed at the instigation of the customer or for reasons for which he is responsible, we are entitled to demand a storage fee in the amount of 0.5 percent of the gross value of the goods for each commenced month, unless we are shown a lower damage beforehand.
4.5. In the event of a delay in delivery due to force majeure and other obstacles that are not foreseeable at the time of the conclusion of the contract and for which we are not responsible, delivery periods are extended by the duration of this obstacle to performance, plus a In this case, we are also entitled to withdraw from the contract in whole or in part. If the impediment to performance lasts longer than 3 months, after a grace period of at least 2 weeks has been set and has expired, the customer is entitled to withdraw from the contract, insofar as this has not yet been met.
4.6. Claims for damages by the customer due to delay in performance for which we are responsible and claims for compensation instead of performance are limited to the value of the entire delivery.
4.7. In order to comply with our delivery and service If the customer is in default of acceptance, we can demand compensation for the resulting damage claim, the risk is transferred to the customer with default of acceptance.
5. Delivery of series items In the
case of delivery of series items from mass production, customary deviations in color, dimensions, cut and equipment compared to our sample collection are permitted.
6. Price and terms of payment, default in payment
6.1. The agreed prices are in euros (EUR) net without deduction from our warehouse, plus shipping, packaging, insurance and sales tax at the amount applicable on delivery. Prices only apply to the respective order and are not binding for subsequent orders. Unless otherwise agreed, our invoices are due for payment without deduction no later than 30 days after the invoice date.
6.2. If the customer is in default of payment, all other claims will become due immediately, unless the customer can prove that he is not responsible for the default.
6.3. If payment is received within 10 days from the invoice date, we grant a 3% discount. Only one commodity price can be accounted for.
6.4. Incoming payments are first offset against the customer’s older liabilities, first against the costs, then against the interest and lastly against the main claim. We will display an offset.
6.5. Bills of exchange and checks are only accepted on account of payment; bills of exchange by separate agreement. Costs and expenses are to be borne by the customer.
7. Retention of Title
7.1. We retain ownership of the goods until full settlement of all claims, including balance claims from ongoing business relationships, which we are entitled to with the customer now or in the future, regardless of the legal reason. The customer is entitled to resell the goods in normal business transactions
the resale against a third party grows. We accept this assignment. After the assignment, the customer is authorized to collect the claims.
7.2. If the value of the security due to us exceeds our total receivables from the customer by more than 10%, we are obliged to release security at our own discretion when making the selection.
7.3. The customer must immediately notify us in writing of any access by third parties to the goods subject to retention of title and notify the third party of the existing retention of title. The customer has all available legal remedies and means against such access to his own costs. The customer has to reimburse any extrajudicial and judicial costs incurred in this context, unless they can be obtained from the third party.
7.4. In the event of behavior contrary to the contract or default in payment by the customer, we are entitled to withdraw the reservation or may request the assignment of claims for surrender against third parties from the customer.
7.5. With the suspension of payments, the application for or opening of insolvency proceedings and judicial or extrajudicial settlement proceedings, the right to resell and use as well as to collect the assigned receivables;
8.1.The purchaser is obliged to examine every single delivery immediately discernible deviations of qualitative, quantitative or other kind and to notify any deviations immediately, at the latest within 1 week, counted from the date of delivery, in writing with a detailed description of the deviations. If the complaint is not made, the complaint is delayed or there is no detailed description of the discrepancies, the customer loses his claims for any defects in the purchased item. This does not apply to hidden defects which, despite the necessary care, could not be discovered. Any processing of any notification of defects by us, in particular the examination of the goods after they have been returned by the contractual partner,
8.2. We are liable for public statements, in particular in advertising, if we have caused them; in such cases there is a liability only if the public statement, in particular in advertising, has actually influenced the purchase decision.
8.3. In the event of defects, we guarantee, at our discretion, through repair or replacement delivery (subsequent performance). Multiple repairs or replacement deliveries are permitted to a reasonable and reasonable extent. We shall bear all expenses in the context of subsequent performance, provided that they are not increased by the fact that the goods have been brought to another place of delivery or they have been changed, if possible.
8.4.The customer is obliged to give us a reasonable period of time for subsequent performance before we can assert other warranty rights. As a rule, we are to be given a period of at least 3 weeks for subsequent performance. If the subsequent performance fails, the customer can, in principle, demand a reduction in the remuneration (reduction) or cancellation of the contract (withdrawal) after a choice. he is not entitled to any compensation claims. If the customer chooses compensation for damages after failed refill, the goods remain with him if this is reasonable for him.
8.5. The claims of the customer in the case of defects in the purchased item expire within one year of delivery of the purchased item. If the customer wishes to withdraw from the contract or to declare a reduction in the purchase price, these rights are also excluded after one year from the delivery of the purchased item. The statute of limitations is not interrupted or inhibited by repair or replacement delivery actions, or by obtaining an expert opinion or negotiating alleged defects, in particular checking the goods or similar measures.
8.6. If the supplementary performance period has expired without success, we have the right to request the customer by setting a deadline of 1 month to make his further warranty claims against us.
8.7. We only deliver used goods to the exclusion of any warranty.
8.8. In addition to the above-mentioned warranty rules, we assume a guarantee for the quality of the purchased item delivered by us. Guarantees are only accepted by us in a special written agreement.
8.9. For the freedom of goods delivered to us from legal defects, we are liable to the legal extent. The customer will inform us immediately as soon as a third party asserts an infringement of industrial property rights, otherwise warranty claims are excluded. A warranty claim is also excluded if the customer negotiates accordingly with the third party or agrees with them. 8.5.
9. Limitations of Liability
9.1. We are liable for attributable physical and health damage or the loss of life of the customer and claims from the Product Liability Act (ProdHaftG) according to the statutory provisions. We are fully liable for intent and gross negligence according to the statutory provisions. This also applies to legal representatives or vicarious agents.
9.2. For simple negligence in the breach of essential contractual obligations, our liability is limited to the extent typically foreseeable in the conclusion of a contract, otherwise our liability is excluded. This also includes any claims on the part of the purchaser for reimbursement of wasted expenses that he had and was allowed to make cheaply in the trust in the receipt of goods made in accordance with the agreement (“futile expenses”).
9.3. Claims against us for damages or reimbursement of wasted expenses are statute-barred after 1 year.
10. Offsetting, right of retention The
customer is only entitled to offset against his own claims if his counterclaims are legally established, undisputed or unrecognized. The same applies to any rights of retention of the customer.
11. Place of jurisdiction / applicable law
11.1. If the purchaser is a merchant, legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is our commercial branch.
11.2. The law of the Federal Republic of Germany applies exclusively to the business relationships between us and the customer, excluding the UN Sales Convention (CISG).