Standard Terms and Conditions of Sale and Delivery

§ 1 Scope of Application

1. These Standard Terms and Conditions of Sale and Delivery, valid at the time of conclusion of the contract, shall exclusively apply to business enterprises (§ 14 BGB [German Civil Code]), corporate bodies under public law or special fund assets governed by public law as defined by § 310 subs. 1 BGB, and for online sales of goods. Contrary or varying terms of the purchaser shall only be recognised if we have expressly approved of them in writing. The performance of the service or sale is not to be considered as acceptance.

2. These Standard Terms and Conditions of Sale and Delivery shall also apply to all future transactions with the purchaser, insofar as these involve legal transactions of a similar nature.

§ 2 Conclusion and Content of Contract

1. The presentation of our products is done on our website. This presentation represents an invitation for the purchaser to submit an offer (order). A sales agreement will be concluded only upon our written acceptance of the purchaser's offer (order confirmation), and will be subject to prior sale.

2. The content of the contract, in particular the scope and date of delivery, is determined solely by our confirmation of order. Therefore, the purchaser is obliged to check this document as well as all others immediately after receiving it and to raise any objection thereto without delay. If the Purchaser fails to do so within a week of receipt, this shall be deemed as an approval unless we have requested to obtain an express consent. Additional expenses arising from subsequent changes by the purchaser will be charged to the purchaser.

 

§ 4 Prices, Delivery Costs, Terms of Payment, Set-off, Assignment

1. The prices applicable are those valid at the time when the goods are ordered. Therefore, the purchaser is, in principle, not entitled to purchase goods at a cheaper price effective at an earlier or later date. If we charge a lower price for the goods ordered, due to a reduction of the price prior to its delivery, by way of exception, we will do so voluntarily and with no obligation.

2. Unless otherwise agreed, our prices shall apply ex-warehouse, without packaging, freight and plus VAT at the applicable legal rate. Packaging, freight and other shipping costs will be invoiced separately.

3. The purchase price shall be paid exclusively into our account as specified overleaf. The deduction of any discount is only permissible in the event of a special agreement in writing.

4. The dispatch of the goods ordered will be made only against full payment in advance within 5 business days. If the advance payment is not received within 5 business days of invoicing, Postskriptum GmbH shall be entitled to withdraw from the contract without setting a new deadline.

5. The purchaser may only fulfil its obligation to pay the purchase price by set-off if its counterclaims are judicially established as final and absolute, undisputed or recognised by our company.

6. Any assignment of claims shall only be permitted with our prior written consent.

 

§ 5 Performance Obligation, Terms of Delivery, Delay in Delivery, Delay in Acceptance

1. Partial deliveries acceptable to purchaser are permissible.

2. The agreed delivery time is ex-warehouse and is contingent on proper and punctual fulfilment of all obligations incumbent upon the purchaser.

3. If the purchaser accepts goods with delay or if it culpably violates any other obligations of cooperation, we shall be entitled to assert any damage suffered in this respect, including additional expenses, if any. We reserve the right to make further claims.

4. If the purchaser accepts goods with delay or if our delivery is delayed for any other reason for which the purchaser is responsible, we are entitled to withdraw from the contract after having fixed a deadline to no avail, and to claim damages in accordance with the statutory provisions.

 

§ 6 Transfer of Risk and Dispatch

1. The risk of accidental loss or accidental deterioration of the products shall pass to the purchaser when the products are dispatched, i.e. handed over to the forwarding company, irrespective of whether the shipment originated from the place of performance or who bears the freight costs.

2. The packing, shipping route and means of transportation shall be left to our discretion.

 

§ 7 Reservation of Title

1. We reserve the right to retain title to the delivered products until complete payment of all receivables from the contract of delivery.

2. The purchaser is obligated to handle the object of purchase with care, in particular to protect it from any damage, until ownership has been transferred to the purchaser.

 3. The purchaser shall have the right to resell the goods in the normal course of business. The purchaser's claims against its customer created by a resale of the goods subject to reservation of title shall be assigned here and now to us up to the outstanding amount, regardless of whether the relevant goods are resold before or after processing. The purchaser remains authorised to collect the receivables even after assignment as long as the purchaser fulfils its payment obligations with regard to the proceeds of such resale, is not in default of payment and, in particular, has not filed an application for the opening of insolvency proceedings nor has suspended its payments.

4. If the value of the securities due to us exceeds the accounts receivable to be secured by more than 20%, we undertake to release the securities due to us at the request of the purchaser.

 

§ 8 Warranty, Compensation

For claims for damages in cases of gross negligence and intent and in the event of the loss of life, physical injury and damage to health which are caused by an intentional or negligent breach of obligations by us or our vicarious agents, the statutory period of limitation shall apply.

Apart from this, any warranties for the goods and damage compensation claims beyond this shall be excluded.

 

§ 9 Liability

1. Without prejudice to the following provisions in subs. 2 and 3, we limit our liability towards the purchaser for damages caused by our own faults and that of our vicarious agents to gross negligence and intent.

2. In the event of ordinary negligence, we shall only be liable for breaches of major contractual obligations (cardinal obligations) or injuries to life, body or health.

3. In any case, our liability shall be limited to typically foreseeable damage.

 

§ 10 Final Clauses

1. Changes and amendments of these Standard Terms and Conditions of Sale and Delivery must be in writing. This shall also apply to the change of this written form clause.

2. The exclusive place of jurisdiction and performance shall be our place of business in Westhausen.

3. This Agreement and all legal relations existing between the parties are subject to the law prevailing in the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

4. We are entitled to store relevant data relating to our customers to the extent permitted by applicable law, insofar as it is appropriate for the purpose of performing the specific contract and the maintenance of the business relationship, and it is not apparent that the interests of the customer are opposed to that. This note shall serve as a notice in writing according to § 33, subs. 2 of the German Federal Data Protection Act.

6. All agreements that the parties have reached in order to carry out this contract have been set out in writing in this contract.