General terms and conditions for entrepreneurs (B2B)
General terms and conditions for entrepreneurs (B2B)
1. Basics and scope
1.1 The following General Terms and Conditions for Entrepreneurs (B2B) apply as the basis for all contracts for the delivery of goods and the provision of services by Meina GbR, Archibaldweg 24, 10317 Berlin (hereinafter “Seller”) to its customers (hereinafter “Customers”) ), as far as it concerns entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). acts. The following general terms and conditions apply in the version valid at the time the contract is concluded.
1.2 Deviations from these conditions are only effective if acknowledged in writing by the seller. Purchasing conditions or other conditions submitted by the customer are expressly deemed waived.
1.3 All deliveries, services and offers from the seller are made exclusively on the basis of these general terms and conditions. These are part of all contracts that the seller concludes with its contractual partners (hereinafter also referred to as “customers”) regarding the deliveries or services they offer. They also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.
2. Offers
Offers from the seller are subject to change and non-binding. In particular, the interim sale of the goods offered remains reserved.
3. Conclusion of contract
3.1 The contract is considered concluded if the seller has sent a written order confirmation or a delivery to the customer after receiving the order. However, the seller's confirmation of receipt of an order does not constitute the conclusion of a contract. The seller has the right to accept or reject orders within fourteen days of receipt. The order is then considered accepted.
3.2 Special instructions from the customer such as delivery requests, dates, discounts, etc. are considered minor suggestions from the customer. They only become part of the contract if they are expressly recognized as binding by the seller in the order confirmation. In addition, the information contained in catalogs, brochures and the like as well as other written or oral statements are only relevant if they are expressly referred to in the order confirmation.
3.3 After conclusion of the contract, changes to the order by the customer are only possible with the consent of the seller and subject to indemnification.
4. Protection of documents / confidentiality
Offers, order forms, cost estimates and other documents provided such as brochures, catalogs, samples, presentations and the like remain our intellectual property.
Any use outside of the free use of the work in accordance with copyright law, in particular the distribution, reproduction, publication and making available, including copying, even of only excerpts, requires our express consent.
All of the documents listed above can be requested back by us at any time and must be returned to us immediately without request if the contract is not concluded or if they are no longer required in the normal course of business. The customer must destroy any copies made at the seller's request.
Our contractual partner also undertakes to maintain the confidentiality of the knowledge gained from the business relationship from third parties.
5. Prices
5.1 The prices apply ex works or from the seller's warehouse, excluding sales tax, packaging, returns and proper recycling and disposal. If fees, taxes or other charges are levied in connection with the delivery, these will be borne by the customer.
5.2 The prices that apply at the time the order is placed apply. There is therefore generally no right to receive goods at cheaper prices that will apply sooner or later.
5.3 The shipping method and packaging are subject to the due discretion of the seller.
5.4 The shipping costs incurred are not included in the purchase price; they are calculated separately unless free shipping is guaranteed. Further details can be found in the respective offer.
6. Delivery
6.1 The expected delivery period is stated in the respective offer. Delivery dates and delivery times are only binding if they have been confirmed by us in writing.
6.2 If, contrary to expectations, a product you have ordered is not available despite the timely conclusion of an adequate cover transaction for a reason for which we are not responsible, you will be informed immediately of the unavailability and, in the event of withdrawal, any payments already made will be refunded immediately.
6.3 Partial deliveries are permitted and can be invoiced by us independently, provided that this does not incur additional costs for shipping.
7. Payment
Invoice amounts must be paid within 30 days without any deductions, unless otherwise agreed in writing. The date of payment is determined by receipt by the seller. If the client does not pay when due, interest of 1.00% per month plus VAT will be charged on the unpaid amount of the invoice in the event of late payment. If the seller had to engage a third party for collection, the buyer agrees to pay collection fees and reasonable attorney's fees incurred to collect amounts owed by the buyer and not paid by the buyer.
8. Retention of title
8.1 The retention of title agreed below serves to secure all existing current and future claims of the seller against the customer from the delivery relationship for goods that exists between the contractual partners.
8.2 The goods delivered by the seller to the customer remain the property of the seller until all secured claims have been paid in full. The goods and the goods that replace them under this clause and are covered by retention of title are hereinafter referred to as reserved goods.
8.3 The customer stores the reserved goods for the seller free of charge.
8.4 If the seller withdraws from the contract (case of liquidation) due to the buyer's behavior in breach of contract - in particular late payment - he is entitled to demand return of the reserved goods.
9. Complaints and warranty
9.1 The warranty period is two years after delivery. It begins at the time of transfer of use and risk.
9.2 The delivered items must be carefully examined immediately after delivery to the customer or to a third party designated by the customer. They are deemed to have been approved if the seller does not receive a written notice of defects regarding obvious defects or other defects that were recognizable during an immediate, careful inspection within seven working days after delivery of the delivery item or otherwise within seven working days after the discovery of the defect or any earlier point in time , in which the defect was recognizable to the customer during normal use of the delivery item without further inspection. At the seller's request, the delivery item in question must be returned to the seller freight paid. If the complaint about defects is justified, the seller will reimburse the costs of the cheapest shipping route; This does not apply if the costs increase because the delivery item is located at a location other than the place of intended use.
9.3 In the event of material defects in the delivered items, the seller is initially obliged and entitled to repair or replace the goods, at his discretion within a reasonable period of time.
9.4 The warranty does not apply if the customer changes the delivery item or has it changed by a third party without the consent of the seller and this makes rectification of the defect impossible or unreasonably difficult. In any case, the customer must bear the additional costs of correcting the defect resulting from the change.
10. Withdrawal from the contract
10.1 Regardless of his other rights, the seller is entitled to withdraw from the contract,
a) if the execution of the delivery or the start or continuation of the service is impossible for reasons for which the customer is responsible or is further delayed despite the setting of a reasonable grace period,
b) if concerns have arisen about the customer's solvency and, at the seller's request, the customer neither makes an advance payment nor provides suitable security before delivery.
10.2 Withdrawal can also be declared with regard to a still outstanding part of the delivery or service for the above reasons.
10.3 Without prejudice to the seller's claims for damages, including pre-litigation costs, in the event of withdrawal, services or partial services already provided must be invoiced and paid for in accordance with the contract. This also applies if the delivery or service has not yet been accepted by the customer and for preparatory actions carried out by the seller. The seller also has the right to demand the return of items that have already been delivered, subject to appropriate deduction from his damages.
11. Seller’s Liability
11.1 The seller is only liable for damages arising from this contract, its goods and services if intent or gross negligence can be proven. Liability for slight negligence, compensation for consequential damages and financial losses, savings not achieved, loss of interest and damages from third-party claims against the customer are excluded.
11.2 If any conditions for use and storage are not adhered to or if legal or official approval conditions are ignored, any compensation for damages is excluded.
11.3 The provisions of point 11 apply conclusively to all claims of the customer against the seller, regardless of the legal basis and title, and are also effective for all employees, subcontractors and sub-suppliers of the seller.
12. Final provisions
12.1 Changes or additions to these terms and conditions must be made in writing. This also applies to the cancellation of this written form requirement.
12. 2 The place of jurisdiction for all possible disputes arising from the business relationship between the seller and the customer is, at the seller's discretion, Berlin or the customer's registered office. Berlin is the exclusive place of jurisdiction for lawsuits against the seller. Mandatory legal provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.
12. 3 The relationships between the seller and the customer are subject exclusively to the law of the Federal Republic of Germany.
12.4 If individual provisions of this contract are ineffective or contradict the legal regulations, this will not affect the rest of the contract.
