General Terms and Conditions of Porto-Pelo GmbH
§ 1 Introductory provisions
The company Porto-Pelo GmbH - hereinafter referred to as "Supplier" - acts exclusively on the basis of the following General Terms and Conditions. These terms and conditions also apply to follow-up orders.
Deviations from these terms and conditions of business and delivery - in particular the applicability of purchase regulations of the buyer - require our express written acknowledgment. Divergent general terms and conditions of the buyer are only recognized, as far as this has been confirmed by the supplier in writing.
§ 2 Delivery reservations
1. The correct and timely self-supply remains reserved.
2. The offers of the online shop are not binding. Orders are only binding for us if we confirm them or comply with them by sending the goods, verbal side agreements only if we confirm them in writing.
3. When using the delivered goods third-party property rights must be observed. In the event of infringement of third-party property rights and related sales prohibitions, claims for damages by the buyer against the supplier are excluded.
4. Technical difficulties in the production facilities can lead to delivery delays; in individual cases lead to a delivery failure. In case of reasonable delay in delivery or delivery failure against the supplier, the buyer shall not assert claims for compensation of the buyer due to late delivery or non-performance.
5. The delivery period is delayed in the case of lawful industrial action or force majeure, if an independent supplier is concerned, even in the event of such illegal industrial action for the duration of the respective business interruption.
6. In case of later amendments to the contract, which may influence the delivery period, the delivery period shall be extended appropriately, unless special arrangements are made.
7. As long as the buyer is in arrears with a liability, our delivery obligation is suspended
§ 3 Transfer of risk, shipping and freight
1. All deliveries are made ex warehouse - Neuss. The buyer shall bear all costs and risks of transport, including loading costs, on the means of transport to be procured by the buyer.
2. Insofar as the Supplier is obliged to bear the costs of the return transport, it shall reimburse only those costs that would have arisen for the most cost-effective transport route.
§ 4 Price and payment
1. For orders for which fixed prices have not been expressly agreed, the list price of the supplier valid on the day of delivery plus the applicable valid price applies
VAT as agreed. For reasons of rationalization, all net prices have already been reduced by the discount deduction.
For the calculation, the prices valid on the day of delivery always apply. If these exceed the list price valid at the time of conclusion of the contract by more than 15%, the customer is entitled to withdraw from the contract in respect of the quantity not yet accepted within 14 days after notification of the price increase.
2. Due to the extreme price calculation of the supplier, the delivery of the goods takes place only against surname. If, on the basis of a special agreement, a delivery is made against invoice, this is in principle due immediately and payable without deduction of discounts.
3. If the payment period is exceeded, subject to the assertion of further damage, interest in the amount of the usual bank debit interest, but at least 4% above the respective Bundesbank discount rate charged.
4. Only undisputed or legally established claims entitle the buyer to set-off or retention.
§ 5 Retention of title
1. The delivered goods remain the property of the supplier until full payment of all claims arising from the business relationship between the supplier and the buyer. The cessation of individual claims in a current account, as well as the balance and their recognition does not affect the reservation of title.
The buyer is authorized to dispose of the purchased goods in the ordinary course of business. A pledge or security transfer is not allowed. The resale authorization is excluded if the resale is made to customers who in turn have excluded or limited the assignment of the compensation claim against them.
Access by third parties to the goods and claims belonging to us must be notified to the supplier by registered letter, stating the documents required for intervention.
2. The purchaser hereby assigns to us the claims arising from the resale against third parties as a whole or in the amount of our possible co-ownership share as security. He is authorized to collect these until revocation or termination of his payments to us for our account. For the assignment of these claims, the buyer is not entitled to collect debts by way of factoring, unless it is justified at the same time the obligation of the factor to effect the consideration in the amount of our claim portion directly to us, as still claims on our part against insist on the buyer.
3. Notwithstanding the assignment and the right of collection of the supplier, the customer is entitled to collect the claim as long as he fulfills his obligations towards the supplier and does not default in payment, becomes bankrupt, becomes insolvent or meets the requirements under § 321 BGB.
4. The purchaser must inform the supplier of the details required for collection about the assigned claims on request and notify the customer of the assignment.
5. The goods and the claims coming into their place may not be pledged to third parties or transferred as collateral or assigned before full payment of our claims.
6. The supplier is entitled after the default of payment or any other reasons for withdrawal, to demand from the buyer the immediate release of the unpaid goods.
7. If the value of the securities exceeds our claims by more than 20%, we shall at the request of the buyer release securities of our choice to that extent.
§ 6 Warranty
1. All information on the suitability, processing and use of our products, technical advice and other information is given to the best of our knowledge, but does not exempt the purchaser from its own tests and trials.
2. In the case of defects of the delivered goods, the buyer can first demand the repair or replacement only. All other warranty claims are excluded in this respect. In case of failure of the repair or replacement, the buyer may request either reduction or cancellation.
Customary or technically unavoidable deviations from quality, dimensions, patterns, color, condition, etc. as well as the change in design and construction are no grounds for complaint.
3. The buyer undertakes to inspect the goods immediately upon receipt of each individual delivery and notify defects to the goods to the supplier immediately, at the latest after 5 days, in writing, accompanied by supporting documents. Otherwise, the goods are considered approved.
Unrecognizable defects are to be reported to the Supplier immediately after their discovery in writing, accompanied by supporting documents.
4. The supplier is not liable for the simple negligence of its vicarious agents, unless executives are acting and essentials of the contract are not affected.
5. Furthermore, the Supplier is not liable for slightly negligent acts of its executives and vicarious agents, insofar as these are not cardinal obligations.
6. The supplier is not liable for contract-unspecific and unforeseeable damages.
§ 7 Applicable law, place of performance and place of jurisdiction
1. The contractual relationship is subject to the law of the Federal Republic of Germany. The application of ECG / EAG and CISG is excluded.
2. Insofar as these General Terms and Conditions of Business and Delivery are used in commercial transactions, the place of fulfillment is the location of the Supplier's registered office for all obligations arising from this contractual relationship.
The place of jurisdiction for all disputes arising from the contractual relationship, if the purchaser is a registered trader, is determined by the competent court in Neuss.
§ 9 Written form
All agreements between the parties regarding the contractual relationship are in writing