General Terms and Conditions of Sale - Aharon Gul KG

§ 1 Validity

(1) These Terms and Conditions of Sale shall apply exclusively to all our deliveries and offers. Any deviating or conflicting terms and conditions shall not be recognized by us unless we have expressly agreed to them in writing.
(2) These Terms and Conditions of Sale shall also apply to all future transactions between the parties as well as if we carry out the delivery of the goods in the knowledge of deviating or conflicting terms and conditions.
(3) These General Terms and Conditions of Sale shall only apply to Companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 Offer, Acceptance

(1) Our offers are subject to change without notice and are non-binding unless they are expressly marked as binding or contain a specific acceptance period. We may accept orders and contracts within a period of two weeks.
(2) The following provisions shall apply to orders in our online store:
(a) Our offers in the online store are non-binding.
(b) By placing an order in the online store, the Buyer makes a binding offer to purchase the relevant product. We may accept the offer until the end of the third business day following the day of the offer.
(c) We shall send the Buyer a confirmation of receipt of the offer without undue delay after receipt of the offer, which shall not constitute an acceptance of the offer. The offer shall only be deemed accepted by us as soon as we declare acceptance to the customer by e-mail or dispatch the goods. The contract of sale with the buyer shall only come into effect upon our acceptance.

§ 3 Prices, Payment

(1) Our prices are ex works, plus the respective statutory value added tax and excluding the costs of packaging, unless expressly agreed otherwise.
(2) The purchase price shall be due for payment net within 30 days from the date of invoice. After the due date, interest on arrears shall be charged at a rate of 8% p.a. above the respective prime rate. We reserve the right to assert further damage caused by default.

§ 4 Retention

The Buyer shall only be entitled to assert rights of retention on the basis of counterclaims arising from the same contractual relationship.

§ 5 Delivery

(1) Delivery shall be subject to the timely and proper fulfillment of the Buyer's obligations. We reserve the right to plead non-performance of the contract.
(2) In the event of default in acceptance or other culpable breach of cooperation obligations on the part of the Buyer, we shall be entitled to compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer at the time of default of acceptance or other breach of duties to cooperate.

§ 6 Transfer of Risk, Shipment

If the goods are shipped at the request of the Buyer, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the time of shipment.

§ 7 Retention of title

(1) We retain title to the goods until all of our claims against the Buyer arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all claims have been included by us in a current account and the balance has been drawn and accepted.
(2) As long as ownership has not yet passed to the Buyer, the Buyer shall be obliged to treat the object of sale with care. In particular, he shall be obliged to insure it adequately at his own expense against theft, fire and water damage at the replacement value. The Buyer hereby assigns to us any claims against the insurance company arising from damage to the goods subject to retention of title in the amount of the invoice value (including value added tax) or, in the absence of such, in the amount of the value of the goods at the time of the occurrence of the insured event. We accept the assignment.
(3) The Buyer shall be entitled to resell the reserved goods in the ordinary course of business. The Buyer hereby assigns to us the Buyer's claims against purchasers or third parties arising from the resale in the amount of the invoice value (including value added tax) or, in the absence of such, in the amount of the value of the goods at the time of the resale of the reserved goods. This shall apply irrespective of whether the reserved goods are sold unprocessed or after processing or combination with items which are the exclusive property of the Buyer. If goods subject to retention of title are sold by the Buyer - after processing/incorporation/combination - together with goods not belonging to us, the Buyer hereby assigns to us the claims arising from the resale in the amount of the value of the goods subject to retention of title at the time of resale with all ancillary rights and priority over the rest. We accept the assignment. The purchaser shall be authorized to collect these claims even after assignment. Our right to collect the claims ourselves shall remain unaffected; however, we undertake not to collect the claims as long as the Buyer duly meets his payment and other obligations. We may demand that the Buyer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors of the assignment.
(4) Any processing or treatment of the goods subject to retention of title by the Buyer shall always be carried out in our name and on our behalf, without any obligations arising therefrom for us. In the event of processing, combination, mixing or blending of the reserved goods with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combination, mixing or blending. If the purchaser acquires sole ownership of the new item, the contracting parties agree that the purchaser shall grant us co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title and shall keep this item for us free of charge.
(5) If the value of the existing securities exceeds the claims to be secured by more than 10%, we shall be obliged to release the securities. We shall select the securities to be released.
(6) At our request, the Buyer shall provide all necessary information on the stock of goods owned by us and shall mark them as goods owned by us.
(7) In the event of seizure or confiscation of the goods subject to retention of title or other dispositions or interventions by third parties in our rights, the Buyer shall immediately object with reference to our rights, immediately notify us and hand over the documents necessary for an intervention and, in coordination with us, do everything necessary to avert the risk.

§ 8 Warranty

(1) The prerequisite for any warranty rights of the Buyer is the Buyer's proper fulfillment of all inquiries and complaint obligations owed pursuant to § 377 of the German Commercial Code (HGB).
(2) Warranty claims may be asserted within 12 months after the passing of risk. However, this shall not apply in the cases of § 438 para. 1 no. 1 and 2 BGB, § 479 para. 1 BGB and § 634 a para. 1 no. 2 BGB. The cases excluded above are subject to a limitation period of five years. Furthermore, this shall not apply to claims for damages by the Buyer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by us or our vicarious agents, which shall in each case be subject to a limitation period in accordance with the statutory provisions.
(3) In the event of material defects in the goods, we shall first be obliged and entitled to rectify the defect or to make a replacement delivery within a reasonable period of time. If the subsequent performance fails, the Buyer shall be entitled to reduce the purchase price or to withdraw from the contract.

§ 9 Liability

(1) We shall be liable in accordance with the statutory regulations for all damages caused to the Buyer due to gross negligence or intentional conduct on our part or on the part of our representatives or vicarious agents or due to culpable injury to life, body and health, for which we are liable in accordance with the provisions of the Product Liability Act as well as for guaranteed characteristics; we shall also be liable in the event of culpable breach of material contractual obligations. Material contractual obligations are obligations whose breach would jeopardize the purpose of the contract and on whose fulfillment the contractual partner may therefore justifiably rely. In the event of a negligently caused breach of contract, our liability for damages shall be limited to the amount of damages foreseeable at the time of conclusion of the contract and typical for the contract.
(2) Unless otherwise expressly stipulated above, our liability shall be excluded.
§ 10 Applicable law, place of jurisdiction
(1) This contract shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) Place of fulfilment is Pforzheim. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Pforzheim.

§ 10 Applicable law, place of jurisdiction

(1) This contract shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) Place of fulfilment is Pforzheim. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Pforzheim.