General terms and conditions of SachsenLeinen GmbH
§ 1 Validity of the conditions
1. The following conditions apply exclusively to all offers, deliveries and services from SachsenLeinen GmbH.
2. Special agreements and side agreements are only valid if they are confirmed in writing by SachsenLeinen GmbH. In addition, these general terms and conditions apply.
3. The purchasing conditions of our customers only apply insofar as they do not contradict our delivery and payment conditions.
§ 2 Offer, price, placing of order, conclusion of contract
1. All offers from SachsenLeinen GmbH are non-binding. A contract is only concluded with an order confirmation or delivery by SachsenLeinen GmbH. Unless otherwise agreed, the customer is bound to orders for 30 days.
2. All prices are without taxes and other price components. Delivery and shipping costs are additional and are shown separately in the specific offer.
3. In the case of domestic transactions (Germany), the statutory value added tax is added to the value of the goods or services as well as to the delivery and shipping costs. Foreign customers receive their invoice without VAT. For foreign customers, the sales tax identification number is required for invoicing.
4. Each customer receives an invoice with all the necessary data. The customer can choose between payment by direct debit, cash on delivery, invoice or transfer.
§ 3 delivery time, partial delivery, transfer of risk
1. Information on the delivery date is non-binding on the part of SachsenLeinen GmbH.
2. If the non-compliance with an agreed delivery period is due to force majeure, industrial action, fire, machine breakdown, unforeseen obstacles or other circumstances for which SachsenLeinen GmbH is not responsible, the delivery period will be extended for the duration of these events. This applies accordingly in the event that SachsenLeinen GmbH is in default of delivery when one of these events occurs.
3. In the event of a delay in performance within the meaning of section 2 of more than 3 months, SachsenLeinen GmbH and the customer, if the delivery date is not met for reasons other than those mentioned in section 2, only the customer is entitled with regard to the delayed delivery withdraw from the contract. The prerequisite for withdrawal by the customer is that he has given SachsenLeinen GmbH an appropriate (at least three weeks) grace period in writing with a threat of rejection.
4. SachsenLeinen GmbH is entitled to deliver and to make partial deliveries at any time. SachsenLeinen GmbH can invoice partial deliveries immediately.
5. When the goods are handed over to a transport company, the risk of accidental loss, deterioration or damage is transferred to the customer. SachsenLeinen GmbH determines the carrier, excluding liability, for choosing the cheapest and fastest shipping method.
6. If the customer is in default of acceptance or if the delivery is delayed due to other circumstances for which he is responsible, the risk is transferred to the customer from the day of the notification of readiness. In this case, the purchase price becomes due on the date of notification of readiness for dispatch. The customer bears the costs of storage at SachsenLeinen GmbH or at third parties. The assertion of further damages against the customer remains unaffected.
7. SachsenLeinen GmbH will only take out transport insurance if specifically instructed in writing and on account of the customer .
§ 4 Warranty, inspection and notification obligations
1. SachsenLeinen GmbH guarantees within the scope of the following provisions that deliveries and services are free from defects in the legal warranty sense and - insofar as such promises have been made - the specifications agreed in writing and warranted properties are adhered to.
2. The warranty rights of the commercial customer presuppose that he has duly fulfilled his inspection and complaint obligations according to §§ 377, 378 HGB. Warranty claims do not exist if the error that occurred is causally related to the fact that previous errors were not reported immediately.
3. If there is a defect in the goods for which SachsenLeinen GmbH is responsible, SachsenLeinen GmbH is initially entitled, at its own option, to either remedy the defect or deliver a replacement. If SachsenLeinen GmbH does not remedy the defect or deliver a replacement within a reasonable period, the customer is entitled to cancel the contract or to request a corresponding reduction in payment.
§ 5 Payment, Default in Payment
1. Unless otherwise agreed, invoices are payable immediately without deduction. A warranty retention is excluded.
2. Payments must be made free of charge and free of charges to the SachsenLeinen GmbH bank accounts indicated on the invoice.
3. If the customer is in arrears with a payment in whole or in part for more than 30 days, if he allows bills of exchange or checks to protest or if an application is made to open insolvency proceedings against his assets, SachsenLeinen GmbH is entitled, without prejudice to other rights, to all claims to make due against the customer immediately, to withhold all deliveries or services and to assert all rights from the retention of title.
4. SachsenLeinen GmbH is also entitled to demand default interest of 8% above the base rate (§ 288 BGB) as damage caused by default. The assertion of higher damages incurred by SachsenLeinen GmbH remains unaffected.
5. The customer can only declare offsetting against claims of SachsenLeinen GmbH if his claim is undisputed or has been legally established.
6. A counter-debt is to be charged interest at 5 percentage points above the base rate according to §1 of the discount rate transition law for the year during the default. If the obligee can demand higher interest for another legal reason, this must be paid immediately.
§ 6 retention of title
1. SachsenLeinen GmbH retains ownership of the delivered goods until all payments from the delivery contract have been received. If the customer acts in breach of contract, in particular in the event of default in payment, SachsenLeinen GmbH is entitled to take back the delivery item. The customer is obliged to surrender. Taking back the delivery item does not constitute a withdrawal from the contract.
2. The customer is entitled to process and resell the goods in the course of his ordinary course of business. He already now assigns to SachsenLeinen all claims or surrogates in the amount of the invoice amount including statutory VAT that arise from the resale to his customers or to third parties, regardless of whether the delivery item was resold without or after processing. The customer is authorized to collect this claim after it has been assigned. The authority of SachsenLeinen GmbH to collect the claim itself remains unaffected by this, but SachsenLeinen GmbH undertakes not to collect the claim as long as the customer properly meets his payment obligations and is not in default of payment.
3. In the event of default with more than one liability, all of the buyer's claims are due immediately.
4. The processing or transformation of the goods by the customer is always carried out for SachsenLeinen GmbH. If the goods are processed with other items that do not belong to SachsenLeinen GmbH, SachsenLeinen GmbH acquires joint ownership of the new item in the ratio of the value of the goods to the other processed items at the time of processing. The same applies to the items resulting from processing as to the goods subject to retention of title.
5. If the goods are inseparably connected or mixed with other items that do not belong to SachsenLeinen GmbH, SachsenLeinen GmbH acquires co-ownership of the new item in the ratio of the value of the goods to the other connected or mixed items at the time of connection or mixing. If the connection or mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer proportional co-ownership to SachsenLeinen GmbH. The customer retains sole or joint ownership for SachsenLeinen GmbH.
6. SachsenLeinen GmbH undertakes to release the securities to which it is entitled at the customer's request if their value exceeds the claims to be secured by more than 20%, insofar as these have not yet been settled.
§ 7 Liability and Limitations of Liability
1. Claims for damages against SachsenLeinen GmbH are excluded regardless of the legal basis, in particular due to delay or impossibility to breach advisory and secondary contractual obligations, pre-contractual obligations, positive breach of contract and unlawful acts, unless SachsenLeinen GmbH acted willfully or with gross negligence or the claims for damages result from the violation of a guaranteed property.
2. All claims for damages against SachsenLeinen GmbH expire 6 months after delivery. This does not apply to claims for tortious acts.
3. If and to the extent that the liability of SachsenLeinen GmbH is excluded, this also applies to the personal liability of the employees, workers, employees, representatives and vicarious agents of SachsenLeinen GmbH. 4. SachsenLeinen GmbH is only liable for intent and gross negligence.
§ 8 Place of fulfillment, place of jurisdiction
1. The place of performance for all claims is the headquarters of SachsenLeinen GmbH.
2. In the event that the customer is a merchant within the meaning of the German Commercial Code, Leipzig is determined as the exclusive place of jurisdiction.
§ 9 Applicable law, effectiveness, written form
1. The law of the Federal Republic of Germany applies.
2. Changes and additions to the provisions contained in these terms and conditions require the written form and the agreements in the sales contract to be effective. Verbal or written subsidiary agreements are only binding for SachsenLeinen GmbH after they have been confirmed in writing.
3. Should one or more provisions be ineffective, this does not affect the effectiveness of the remaining provisions.
Markkleeberg, March 1st, 2017