GTC (commercial customers)
General Terms and Conditions for Resellers and Industrial Customers (Commercial Customers)
I. General(1) The following terms and conditions shall apply to every order. Agreements to the contrary or terms and conditions of the purchaser which conflict with or deviate from our terms and conditions shall only be binding if they have been accepted by us in writing. Verbal subsidiary agreements, in particular those with our field staff, require our written confirmation in order to be valid. 2. The goods delivered by us are exclusively intended for resale to end consumers or as raw material for industrial products. A sale to resellers is only permitted with our written consent. The buyer expressly acknowledges this agreement when placing the order. In the event of a breach, we reserve the right to reorganise the business relationship. 3.
3. we supply retailers who fulfil the following conditions:
Retail shop open at customary local hours with a correspondingly broad assortment, which is regarded by us as the standard for assessing a specialist retailer. Window displays in which model building articles from our range are shown throughout the year. Specialist advice available to the consumer during normal business hours.
If it turns out that a retailer does not meet the requirements listed under item 3, we reserve the right not to make any further deliveries to the retailer. Deliveries from already binding orders remain unaffected by this.
Due to their technical complexity, our goods require detailed specialist advice. This is not given when selling via internet auction houses (ebay etc.). A sale via internet auction houses is therefore only permitted in exceptional cases with our express written consent. The buyer expressly acknowledges this agreement when placing the order. In the event of a violation, we reserve the right to discontinue the supply relationship. 6.
6. retailers who make a substantial part of their sales on a mail order basis cannot be supplied by us in view of the then lack of personal specialist advice which we must assume in the interests of the end consumer when selling our products.
II. Offer and acceptance of order (also for repairs)Offers are subject to confirmation. Cost estimates are prepared to the best of our knowledge, but are initially non-binding with regard to price and scope of delivery. 2.
The acceptance of orders placed verbally, by telephone or in writing is always subject to the creditworthiness of the purchaser. Should facts become known to us after acceptance of the order which call this creditworthiness into question, this shall entitle us either to demand security for the purchase price or to withdraw from the contract.
We reserve the right to make changes to our products which serve to improve them or which are due to technical progress. The buyer is therefore not entitled to withdraw from the contract, to return the delivery already received or to demand a replacement delivery in the original form.
III. Delivery1. delivery times are given to the best of our judgement, but without obligation. The delivery period shall commence on the date of the order confirmation, but not before clarification of all details or preconditions to be fulfilled by the buyer. Events of force majeure and all circumstances beyond our control to enable timely performance shall entitle us to claim a reasonable extension of the delivery period or to withdraw from the delivery contract to the exclusion of claims for damages of any kind.
Partial deliveries are permissible unless expressly agreed otherwise. The buyer must complain in writing about missing or incorrect deliveries within 8 days after receipt of the goods. 3.
3. returns may only be made after prior agreement. They can only be processed if the delivery note and invoice number and date are stated in the accompanying letter.
IV. Shipment and risk - transfer1. delivery is ex works.
2. the risk for all deliveries shall pass to the buyer when the goods leave our works. We shall take out transport insurance for the account of the buyer if the goods are shipped by us. 3.
3. the respective importer is responsible for compliance with national law and regulations in instructions and product descriptions and is requested to supplement these if necessary.
V. Prices1. our prices are in EUR, subject to confirmation ex Bretten and excluding packaging. If the customer does not give any special instructions, we shall supply suitable packaging at his expense. 2.
We deliver at the prices valid on the day the order is placed. If there are more than 4 months between placing the order and delivery, the prices according to the current price list shall apply. 3.
Our prices are net prices. The sales prices stated in the price lists are non-binding recommended guide prices including German value added tax. Price changes and errors are reserved. The invoice shall be deemed to have been accepted if no complaint is made in writing within 4 weeks.
VI. Payment1. our invoices are payable within 10 days of the date of invoice with a 2% discount or within 30 days of the date of invoice strictly net.
The above cash discount shall only be granted on condition that all payment obligations from previous deliveries have been settled in full. Any other terms of payment shall only be valid if they have been expressly confirmed by us. This confirmation shall automatically apply only to the respective current order or subject of negotiation.
2. payment by bill of exchange or cheque requires a special agreement. Even then, they shall only be accepted on account of payment. Discount charges shall be borne by the buyer. In the event of overdue payments, we shall be entitled to charge interest on arrears for current invoices in the amount of the usual bank interest rates, but at least 8% above the respective base interest rate of the ECB. 3.
If we become aware that the buyer's bills of exchange are protested, compulsory enforcement measures are initiated against him or any other deterioration of his assets occurs, we may also immediately assert claims not yet due and such claims from the business relationship for which a bill of exchange or cheque has been given. In these cases and in the event that a due invoice from the business relationship has not been paid despite a reminder, future deliveries may be made dependent on the buyer making advance payment or providing security. 4.
4. invoices for repairs and deliveries and services already designated in the offer as not eligible for cash discount are excluded from cash discount.
(5) The offsetting of counterclaims or the assertion of a right of retention shall only be admissible if the alleged counterclaims of the buyer are undisputed or have been established as final and absolute.
6. reductions in invoices may only be made after our credit note has been issued. Unjustified reductions of any kind whatsoever shall be reclaimed by us.
VII. Retention of title1. until all our claims arising from the business relationship have been settled, we shall retain title to the goods in the buyer's assortment or warehouse.
The buyer may resell the goods subject to retention of title in the ordinary course of business, provided that the resale is again subject to retention of title or against immediate payment in full. The buyer is not entitled to dispose of the goods subject to retention of title in any other way, in particular not to transfer them by way of security or to pledge them. In the event of resale of the goods subject to retention of title, the buyer hereby assigns to us all claims in the amount of the final amount of our claim which accrue to him from the resale against his customers or third parties. The buyer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claims as long as the buyer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, we may demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment. 3.
3. in the event of default in payment, the buyer shall be obliged, at our request, to separate the goods subject to retention of title in his possession and to surrender them to us.
4. goods which have been delivered under retention of title and which are returned to us for crediting to offset our claims shall first be checked for their actual value. We shall be entitled to deduct appropriate discounts and handling charges.
VIII. Liability for defects / Liability for damages1. the purchaser's rights in respect of defects presuppose that the purchaser has duly complied with his statutory obligations to examine the goods and to give notice of defects in accordance with § 377 HGB (German Commercial Code).
2. the statutory provisions shall apply. Further guarantees shall only be granted if these have been expressly confirmed by us in writing. 3.
(3) In the event of a defect in the purchased item, the buyer shall be entitled to choose between subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of the defect, we shall bear the expenses, in particular transport, travel, labour and material costs, but only up to the amount of the purchase price. 4.
If the supplementary performance fails, the buyer is entitled to choose between withdrawal from the contract or a reduction of the purchase price. 5.
(5) We shall be liable in accordance with the statutory provisions if the buyer asserts claims for damages based on intent or gross negligence, including that of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage. 6.
Insofar as the buyer is entitled to compensation for damage instead of performance, our liability shall be limited to compensation for the foreseeable, typically occurring damage, also within the scope of para. 4. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act. 7.
Any further liability for damages other than that provided for in the previous provisions shall be excluded, irrespective of the legal nature of the asserted claim.
(8) Warranty rights and guarantee statements shall lapse if the delivery item has been modified by the purchaser or by a third party after delivery or if the treatment instructions have not been observed.
(9) Unless otherwise expressly agreed or promised in writing, our products are developed and produced exclusively for use in the field of model sports. For applications outside of this specification, we do not assume any warranty for the function in the respective case. We generally exclude any warranty claims.
IX. Place of performance, place of jurisdiction and applicable law
The place of jurisdiction for all obligations arising from the contractual relationship - also for bills of exchange and cheques - shall be Bretten or, at our discretion, the buyer's place of business. Place of performance is Bretten.
The law of the Federal Republic of Germany shall apply exclusively to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods. Insofar as agreements I to IX contain provisions which conflict with statutory provisions, these shall automatically be deemed to be agreed. The other regulations remain unaffected by this.
MULTIPLEX Modellsport GmbH & Co. KG Westliche Gewerbestr. 1 - D-75015 Bretten Status : 01.07.2020