Terms and Conditions

Delivery and payment terms

1. General

1.1 These terms and conditions of delivery and payment form an integral part of all delivery contracts of GGV Import Export Handelsgesellschaft mbH & Co. KG.

1.2 Any side agreements and subsequent amendments are invalid unless they are made in writing.

1.3 The customer may not transfer his rights under the supply contract to third parties without our written consent.

2. Offers

Our offers are non-binding and subject to change unless we have expressly designated them as binding in writing.

3rd delivery

3.1 Delivery dates or deadlines that have not been expressly agreed upon as binding are exclusively non-binding information.

3.2 If we culpably fail to meet a deadline designated as binding, or if we are in default for any other reason, the customer must grant us a reasonable grace period. After this grace period has expired, the customer is entitled to withdraw from the contract.

3.3 Delivery delays or restrictions demonstrably attributable to force majeure, such as mobilization, war, riot, strike, or the occurrence of unforeseen obstacles beyond our control, entitle us to deliver within a reasonably extended period or to refrain from fulfilling the order. In the latter case, we will inform the customer immediately and refund any payments already received.

3.4 We are liable for delivery delays in accordance with statutory provisions if the transaction is a fixed-date transaction. Otherwise, our liability is limited to foreseeable, typically occurring damages, unless the delivery delay is due to a willful or grossly negligent breach of contract on our part.

3.5 Our liability for defects is conditional upon the customer having properly complied with his obligations to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).

3.6 If we are obliged to perform in advance, and it turns out after conclusion of the contract that our claim for payment is jeopardized by the customer's lack of ability to pay, we are entitled to refuse delivery until payment or security for payment has been provided.

3.7 We are entitled to make partial deliveries, provided this is reasonable for the customer.

3.8 In the event of extended delivery periods according to clause 3.3 or in the event of agreed delivery periods exceeding 4 months, we are entitled to pass on to the customer any increases in our costs occurring during these periods.

3.9 If the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law, then, unless otherwise agreed, the Incoterms 2010 clause EXW applies. Packaging costs are borne by the customer; if dispatch is delayed due to circumstances for which the customer is responsible, the risk passes to the customer from the date of readiness for dispatch.

4. Prices and Payment

4.1 Unless otherwise agreed, our prices are ex works. They include statutory VAT and packaging.

4.2 The customer may only assert rights of retention based on the same contractual relationship. Set-offs are only permitted with claims that have been legally established or are undisputed by us.

5. Simple, extended and expanded retention of title

5.1 The delivered goods remain our property until the delivery contract and all claims against the customer arising from the business relationship have been fulfilled. Any processing or modification of the delivered goods, as well as their combination with other items by the customer or third parties, is carried out on our behalf. We are entitled to co-ownership of any newly created items in proportion to the value of the delivered goods.

5.2 The customer is obligated to handle the delivered goods with care and to insure them at their own expense against theft, fire, water damage, and other insurable risks. As security, they hereby assign to us in advance their claim to insurance benefits up to the amount of the delivery price. We accept this assignment. They will notify the insurer of the assignment and inform us accordingly. Upon payment of the delivery price by the customer, the reassignment is deemed to have been tacitly effected.

5.3 The customer may neither pledge nor assign the delivered goods as security. The customer must immediately notify us of any attachments, seizures, or other threats to the delivered goods by third parties, sending us copies of the relevant documents (e.g., the seizure report). The costs of any intervention against third-party claims shall always be borne by the customer.

5.4 The buyer may resell goods subject to retention of title before payment of the delivery price. In the event that the buyer resells the goods subject to retention of title before payment of the delivery price, the buyer hereby assigns to us, as security, its claims arising from the resale in the amount of the delivery price plus a 10% collection surcharge, upon conclusion of the delivery contract with us. We accept this assignment. It is irrelevant whether the buyer resells the goods subject to retention of title to one or more customers together with other goods not belonging to us, before or after processing, or after incorporation into another item. We will not collect the claims assigned as security as long as the buyer fulfills its payment obligations. The buyer may therefore assert its claims in the ordinary course of business. If there are legitimate grounds, in particular default of payment, protest of a bill of exchange, or reasonable grounds to suspect the buyer's impending insolvency, we are entitled to revoke the right of resale and/or the right to collect.

5.5 If the value of the existing collateral, including the goods subject to retention of title, exceeds the total secured claims by more than 10%, we are obligated to release collateral of our choice to that extent. The value of the goods subject to retention of title is defined as the net invoice amount of the goods delivered by us less a security discount of one-third.

6. Warranty and compensation

6.1 In the event of defects, the customer must grant us a reasonable period for subsequent performance.

6.2 Claims for damages by the customer due to defects in the delivered goods are excluded, unless they are based on intent, gross negligence, or the culpable breach of a material contractual obligation, the fulfillment of which is essential for the proper performance of the contract and on which the customer regularly relies or may rely. If the breach of a material contractual obligation is based on simple negligence, we are only liable for foreseeable damages typical of this type of contract. These limitations of liability do not apply if we are liable under the Product Liability Act or for damages to life, body, or health caused by our culpable conduct. Warranty is excluded for damages resulting from improper or negligent handling, the use of unsuitable operating materials, failure to observe operating instructions, and excessive strain. Damage to packaging alone does not constitute a defect.

6.3 If the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law, the following applies:

6.3.1 Warranty and damage claims of the customer due to defects in the delivered item shall expire within 12 months after the statutory commencement of the limitation period.

6.3.2 Warranty claims only exist if the customer has complied with his obligations to inspect and give notice of defects in accordance with § 377 HGB.

6.3.3 We may determine the type of subsequent delivery.

7. Final Provisions

7.1 The place of jurisdiction is Kaarst if the customer is a business, a legal entity under public law, or a special fund under public law. However, we may also bring legal action at the customer's general place of jurisdiction.

7.2 German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

7.3 We store data of our customers within the framework of our mutual business relationships in accordance with the Federal Data Protection Act.

7.4 Should individual provisions of these Terms and Conditions be or become invalid, void, or contestable, the remaining provisions shall remain unaffected. In this case, the remaining provisions shall be interpreted or supplemented in such a way as to achieve the intended contractual purpose as closely as possible in a legally permissible manner.

GGV Handelsgesellschaft mbH & Co. KG, August-Thyssen-Str. 8, 41564 Kaarst-Holzbüttgen

As of March 2020