General Terms and Conditions for commercial transactions (B2B) of Evo-Sales GmbH -BLAUPUNKT Competence Center Car Multimedia & Foldable E-Bikes, Hameln/Germany
§ 1 Scope of application
These terms and conditions of sale apply exclusively vis-à-vis business owners, independent individual companies, legal persons and special funds under public law within the meaning of § 310 paragraph 1 BGB (German Civil Code). Deviating or conflicting terms and conditions are only effective with our express consent.
§ 2 Offer and Contract Conclusion
The customer’s order represents a binding offer which may be accepted by us within two weeks by sending an order confirmation or by effecting delivery of the goods.
§ 3 Provided Documents
We retain all rights of ownership and copyright on all documents such as calculations, drawings, etc. that are provided to the customer when placing an order. These documents may not be made available to third parties unless we provide the customer with our express written consent. If we do not accept the customer’s offer within the time limit stated under § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
(1) All our prices are generally quoted ex Hameln, or Hildesheim warehouse (Robert Bosch Str. 200), or ex works based on an individual written agreement. All prices are inclusive of any statutory value added tax (VAT) at the respective rate of the Federal Republic of Germany
(2) For VAT-free invoices to customers abroad, the recipient (customer) is obliged to confirm the receipt of goods, after export abroad, by a signed CMR waybill or receipt confirmation sent in writing to Evo-Sales GmbH.
(3) The written confirmation must be received by us by email or post, no later than the eighth day of the following month, or we shall invoice the missing statutory VAT.
(4) Shipping and packaging costs shall be invoiced separately, if the customer requests a shipment by Evo-Sales GmbH.
(5) Payment of the purchase price shall be made exclusively to the account specified by us. The deduction of any discount is only permissible in the event of an explicit agreement in writing.
(6) The purchase price is generally due without deduction immediately after receipt of the invoice. Exceptions shall only apply after a written annual agreement or written distribution agreement.
(7) Past due interest shall be calculated at a rate of 9 % above the annual base interest rate.
Go to ht tp:// www.bundes bank .de/ pres s e/pres s e_zins s aetze.php to view current base rates. We reserve the right to claim for higher damage caused by delay.
(8) Unless a fixed price agreement has been made, the agreed remuneration shall be paid. In cases where the price has increased at the time of performance of service as a result of an increase in remuneration paid to third parties involved in performance of service, the higher price applies. In case the increase in price is 10% or more above the agreed price, the customer is entitled to cancel the contract. This right must be exercised immediately on communication of the increased price.
§ 5 Offsetting and retention rights
Set-off rights can only be granted to the customer, if his counter-claims have been legally established, are undisputed or recognized by us. This restriction does not apply to claims from the same contractual relationship. The customer shall only be entitled to exercise a right of retention if the counter claim is based on the same contractual relationship.
§ 6 Delivery period
(1) The beginning of the delivery period pre-supposes the timely and proper fulfillment of the customer’s obligations. The plea of non-performance of the agreement remains reserved.
(2) If the customer delays acceptance or violates any other duties of contractual cooperation, we shall be entitled to demand compensation for damages incurred by us, including any additional expenses. Further claims shall remain reserved. If the above conditions apply, the risk of accidental destruction or degradation of the merchandise rests with the customer from the time the customer has become delinquent in acceptance or payment.
(3) If assertion of the customer’s rights requires setting an appropriate extension of time, this period shall amount to at least 2 weeks. Any further legal claims and rights of the customer due to delayed delivery remain unaffected.
§ 7 Transfer of Risk upon Shipment
(1) If the goods are sent to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods transfers to the customer upon dispatch to the customer, but no later than the point in time at which the respective goods leave the factory/warehouse. This applies regardless of whether shipment is made from the place of performance or regardless of who bears the freight costs.
(2) The customer warrants that the goods received by him or by an appointed carrier from the warehouse, are not made available to third parties before the goods are exported abroad. Otherwise, or in the case of disregard, the customer shall be invoiced for the missing VAT, which he shall be liable for.
§ 8 Retention of title
(1) All goods shall remain our property (reserved goods) until the satisfaction of all claims from the delivery contract, even if individual goods have already been paid for. The pledging or transfer of ownership of the goods is not permitted.
(2) In the event that the customer resells or leases the merchandise that is subject to retention of title in the course of his normal business, the customer hereby assigns as security all future claims arising from the resale or rental agreement against its customers to us until such time as all claims have been satisfied without special declarations being required at a later date. The assignment also extends to balance receivables arising from existing current account relationships or at the termination of such relationships of the customer with his customers. If the reserved goods are re-sold or leased together with other goods without having agreed an individual price for the reserved goods, the customer shall assign to us, with priority over the remaining receivables, that portion of the total price claim or of the total rental that corresponds to the price of the reserved goods invoiced by us. Until revocation, the customer is authorized to collect assigned claims from the resale or rental. The assignment of the claim on the basis of true factoring is subject to the notification of the factoring bank in connection with the relevant accounts of the purchaser and requires further that the proceeds of this factoring transaction exceed the value of the secured claim. Our claim shall be due and payable as soon as the factoring proceeds are credited. Beyond this, there is no entitlement to the claim in any other way, such as through assignment. At our request, the purchaser shall inform his customer of the assignment and shall provide us with all the documents, such as invoices, that we require to assert our rights against the customer and the necessary information. All costs of collection and of any interventions needed shall be borne by the purchaser.
(3) If the customer receives the necessary authorization to collect the assigned receivables from the resale of the reserved goods, ownership of these documents passes to us by way of security to our vested rights. The transfer of bills shall be replaced by an agreement that the customer shall take them into safekeeping for us and shall then surrender them, endorsed to us without delay. In the event that the equivalent value of the claims that have been assigned to us, is deposited with the customer or a financial institution of the customer in the form of a cheque, he is obligated to report receipt and pay us immediately. The title to the cheques shall pass with the vested right to us, as soon as the customer receives them. The transfer of documents shall be replaced by an agreement that the customer shall take them into safekeeping for us and shall then surrender them, endorsed to us without delay.
(4) If the Buyer processes the reserved goods, transforms them or combines them with other items, the processing, transformation or blending shall be carried out on our behalf. We become the direct owner of the item produced by processing, transformation or combination. If this is not possible due to legal reasons, the customer hereby agrees with us, that the customer acquires ownership of the new items at each moment of the processing, transformation or combination. The customer shall keep the new item for us with the diligence of a prudent businessman. The item created through processing, transformation or combination shall be deemed to be reserved goods.
(5) In the case of processing, transformation or combination with other items not belonging to us, we shall be entitled to co- ownership of the new item in proportion to the ratio of the value of the processed, transformed or combined reserved good in relation to the new item. In the event of sale or rental of the new item, the customer hereby assigns us his claim arising from the sale or rental vis-à-vis his customer with all subsidiary rights as security, without special declarations being required at a later date. The assignment shall only however cover the amount corresponding to the value of the processed, transformed or combined reserved good as invoiced by us. The share of the claim assigned to us shall have priority over any remaining claims.
(6) If the customer falls completely or partially into arrears with his payment obligation or with the cashing of due bills of exchange or cheques, if he is over-indebted or a cessation of payment occurs, or if a petition for composition or insolvency proceedings has been filed, we shall be entitled to immediately take possession of all merchandise to which the title is still retained; also, we can immediately claim further rights arising from retention of title; the same applies in the event of any other major deterioration in the economic situation of the customer. The customer shall grant us or our representatives access to all his business premises during office hours. A request for surrender or possession shall not be deemed as rescission from the contract. We shall be entitled to use the reserved goods with the due care and diligence of a prudent businessman and to make use of the proceeds therefrom to offset any outstanding claims.
(7) In the event that the value of the security provided exceeds our claims against the customer from our current business relationship by more than 20 %, we shall be obliged, upon request of the customer, to release securities to which the customer is entitled, at his discretion.
§ 9 Warranty
Unless a different warranty agreement has been made between the parties, the following applies:
(1) The warranty period is one year from delivery of the transfer of risk. The shortening of the deadline does not apply:
a) culpably caused damage attributable to us from injury to life, limb or health and other damage caused intentionally or through gross negligence;
b) insofar as we have fraudulently concealed the defect or have given a guarantee of the quality of the goods;
c) in the case of statutory recourse claims to which the customer is entitled against us in connection with warranty rights.
d) in the case of goods that have been used for a building in accordance with their normal use and have caused its defectiveness;
(2) Only our own information is deemed to have been agreed regarding the quality of the goods, but not other advertising, public promotions and statements by the manufacturer.
(3) In the event of defects, the guarantee is carried out, at our option, through repair or subsequent delivery. If the elimination of the defect fails, the customer can, at his option, request a reduction in price or withdraw from the contract. The elimination of defects is generally considered to have failed after an unsuccessful second attempt, unless something different results in particular from the nature of the item or the defect or other circumstances of the contract. In the case of rework, we do not have to bear the increased costs that arise from the shipment of the goods to a location other than the place of performance, provided that the shipment does not correspond to the intended use of the goods
§ 10 Exclusion of liability
In principle, we are only liable in the event of willful intent and gross negligence. We are also liable in the event of negligent breach of obligations if this resulted in injury to life, limb or health or a guarantee or claims under the Product Liability Act are affected. We are also liable for the negligent breach of obligations, the fulfillment of which enables the proper execution of the contract in the first place, the breach of which jeopardizes the achievement of the purpose of the contract and which the customer regularly relies on compliance. In the latter case, however, we are not liable for unforeseeable damage that is not typical for the contract. We are not liable for slightly negligent breaches of other obligations. The above limitations of liability also apply to our vicarious agents.
§ 11 Miscellaneous
(1) This contract, as well as the entire legal relationship between the parties, is subject to the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) Unless otherwise agreed in the contract, the place of performance and payment is our registered place of business.
(3) If the customer is a businessman, legal person or special fund under public law, the exclusive area of jurisdiction shall be the competent court for our registered place of business.
(4) If any provision of this contract is or becomes ineffective or contains a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the ineffective provision or fill the loophole contained within it by agreeing on a legally permissible regulation which comes closest to the commercial purpose of the invalid provision.
Hastenbecker Weg 33
Managing director: Matthias Wagner
Evo-Sales GmbH, Registered office: Hameln, Register court: Local court Hanover HRB 213460 VAT
ID No.: DE 304640784
© 2020 by Evo-Sales GmbH