General Terms and Conditions

General Terms and Conditions of Dominik Göke – Daunstrasse 31 – 26434 Wangerland

Section 1 General provisions – Scope

(1) Our conditions of sale apply exclusively. We do not recognise any terms of the purchaser that conflict with or deviate from our conditions of sale unless we have expressly agreed in writing to their application. Our conditions of sale also apply if we deliver to the purchaser without reservation despite being aware of conflicting or differing terms of the purchaser.

(2) All agreements made between us and the purchaser for the performance of this contract are recorded in writing in this contract.

Section 2 Offers – Offer documents – Formation of the contract

(1) If the order constitutes an offer within the meaning of section 145 of the German Civil Code (BGB), we may accept it within two weeks.

(2) All our offers are non-binding. Declarations of acceptance and orders require our written confirmation to be legally effective. Information in order confirmations concerning the scope of delivery, appearance, performance, dimensions and weights is approximate and does not constitute guaranteed characteristics.

(3) We or our suppliers retain ownership and copyright in illustrations, drawings, calculations, tools, printing documents, templates, samples and other documents, even if the costs of producing these documents and tools are passed on to the customer. This also applies to written documents marked “confidential”. The purchaser requires our express written consent before disclosing them to third parties.

(4) The customer alone is responsible for artwork, films, printing plates and other documents supplied by the customer. Approval for printing given by the customer is binding. If the customer does not object to a proof sent to them within three days, that proof becomes binding.

(5) The customer is responsible for ensuring that the documents they supply are free from third-party rights. We have no obligation to check this. By placing an order, the customer indemnifies us against all claims brought against us for any infringement of rights. We are not obliged to accept orders, and may withdraw from orders, that infringe third-party rights or involve a risk of such infringement.

(6) We are entitled to deliver up to 10% more or less than the quantity ordered. If orders are placed for quantities below the minimum quantities stated in catalogues or advertising brochures, we reserve the right to charge a separate processing fee or a small-quantity surcharge.

(7) We are entitled to withdraw if our own suppliers fail to deliver or deliver late, or in cases of force majeure. The customer has no claims for compensation in such cases.

(8) When ordering, the customer must state whether the goods will be resold to an end consumer. If this obligation is breached, or if the goods are sold to an end consumer contrary to the statement made when ordering, the rights under section 478 BGB are deemed excluded by agreement.

Section 3 Prices – Payment terms

Purchase on account is available only for delivery addresses in Germany. For delivery addresses in other EU Member States, payment is available exclusively via PayPal or in advance by bank transfer.

(1) Unless the order confirmation states otherwise, our prices are “ex dispatch point”, excluding packaging, freight, postage, insurance and other shipping costs, which will be invoiced separately.

(2) Statutory VAT is not included in our prices. It is shown separately on the invoice at the statutory rate applicable on the invoice date.

(3) Deduction of a cash discount requires a separate written agreement.

(4) Unless the order confirmation states otherwise, the purchase price is payable net, without deduction, immediately from the invoice date. The statutory provisions on the consequences of late payment apply.

(5) The purchaser may set off counterclaims only if they have been established by a final court judgment, are undisputed or have been acknowledged by us. The purchaser may exercise a right of retention only insofar as the counterclaim arises from the same contractual relationship.

(6) We reserve the right to require payment in advance from new customers. If deliveries or partial deliveries are not paid on time, we reserve the right to defer delivery of current or new orders or to make such delivery conditional on advance payment.

(7) If the customer fails to accept goods that were properly ordered and are ready for delivery, even after a reasonable additional period has been set, we may choose either to demand performance of the contract or to withdraw and claim compensation for non-performance of 25% of the order value excluding VAT. The customer retains the right to prove a lower loss.

(8) If customs duties, VAT, exchange rates, freight costs, insurance premiums or other applicable charges change in a way that was not foreseeable when the order was placed, we may adjust the price accordingly, both in the customer’s favour and to the customer’s detriment, without giving rise to a right of withdrawal.

Section 4 Delivery time

(1) The delivery period stated by us begins only after all technical questions have been clarified. In particular, stated delivery periods apply only from receipt by us of all documents, data and other contributions to be provided by the customer.

(2) Compliance with our delivery obligation also depends on the purchaser fulfilling their obligations properly and on time. We reserve the defence of non-performance of the contract.

(3) If the purchaser is in default of acceptance or culpably breaches other duties to cooperate, we may demand compensation for the resulting loss, including any additional expenses. Further claims remain reserved.

(4) If the conditions in paragraph (3) apply, the risk of accidental loss of or accidental deterioration in the goods passes to the purchaser when the purchaser enters into default of acceptance or default as a debtor.

(5) We are liable under the statutory provisions if the delay in delivery results from an intentional or grossly negligent breach of contract attributable to us, or from a breach of essential contractual obligations. Fault on the part of our representatives or persons performing obligations on our behalf is attributable to us. Unless the delay in delivery results from an intentional breach of contract attributable to us, our liability for damages is limited to foreseeable loss that typically occurs.

(6) In other cases of delayed delivery, our liability is limited to flat-rate compensation for delay of no more than 15% of the delivery value.

(9) Further statutory claims and rights of the purchaser remain reserved.

Section 5 Transfer of risk – Packaging costs – Shipping

(1) Unless the order confirmation states otherwise, delivery is agreed “ex dispatch point”.

(2) If, at the customer’s request, the goods are delivered to a place other than the seller’s place of performance, risk passes when the goods are handed over to the forwarding agent, carrier or other person appointed to carry out shipment.

(3) Transport packaging and all other packaging within the meaning of the German Packaging Ordinance will not be taken back, with the exception of pallets. The purchaser must arrange disposal of the packaging at their own expense.

(4) If the purchaser wishes, we will cover the delivery with transport insurance. The purchaser bears the associated costs.

(5) The customer must immediately inspect the packaging for damage and the goods for defects.

(6) We select the route and method of shipment according to the most economical circumstances, without any obligation to use a potentially cheaper shipping method. The customer must notify us in writing of any special shipping requirements.

Section 6 Liability for defects

(1) The purchaser’s claims for defects require that the purchaser has properly fulfilled the inspection and notification obligations under section 377 of the German Commercial Code (HGB). The notification period is no more than three working days after receipt of the goods. All warranty liability is excluded in respect of improper storage of delivered goods by the recipient.

(2) We deliver the ordered goods in customary commercial quality. In the case of a purchase by sample, the sample previously provided determines the required quality. The customer accepts as conforming to the contract reasonable changes resulting from technical innovation, further development or manufacturing.

(3) If the goods are defective, the purchaser may choose supplementary performance by remedy of the defect or delivery of new goods free from defects. If the defect is remedied, we must bear all necessary expenses, in particular transport, travel, labour and material costs, insofar as these have not increased because the goods were moved to a place other than the place of performance.

(4) If supplementary performance fails, the purchaser may choose withdrawal from the contract or a reduction in price. Defective goods may be returned only with our prior consent.

(5) We are liable under the statutory provisions if the purchaser claims damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or persons performing obligations on our behalf. Unless we are held responsible for an intentional breach of contract, liability for damages is limited to foreseeable loss that typically occurs.

(6) We are liable under the statutory provisions if we culpably breach an essential contractual obligation. In this case, however, liability for damages is limited to foreseeable loss that typically occurs.

(7) Liability for culpable injury to life, body or health remains unaffected. This also applies to mandatory liability under the German Product Liability Act.

(8) Unless otherwise provided above, liability is excluded.

(9) The limitation period for claims for defects is 12 months from the transfer of risk. For goods from the Far East and so-called low-value “cent items”, the warranty period is limited to the customary service life of the item concerned, up to a maximum of 12 months from the transfer of risk.

(10) The limitation period for supplier recourse under sections 478 and 479 BGB remains unaffected. It is five years from delivery of the defective goods.

(11) For sales to an end consumer within the meaning of the BGB, the statutory provisions on liability for defects apply.

Section 7 Overall liability

(1) Any liability for damages beyond that provided in section 6 is excluded, irrespective of the legal nature of the claim. This applies in particular to claims for damages arising from fault during contract negotiations, other breaches of duty or tort claims for compensation for property damage under section 823 BGB.

(2) Insofar as our liability for damages is excluded or limited, this also applies to the personal liability for damages of our salaried employees, workers, other staff, representatives and persons performing obligations on our behalf.

Section 8 Retention of title as security

(1) We retain title to the goods until all payments under the supply contract have been received. If the purchaser acts in breach of contract, particularly by failing to pay on time, we may take back the goods. Taking back the goods does not constitute withdrawal from the contract unless we have expressly declared this in writing. Attachment of the goods by us always constitutes withdrawal from the contract. After taking back the goods, we may realise their value. The proceeds, less reasonable realisation costs, must be credited against the purchaser’s liabilities.

(2) In the event of attachment or other interference by third parties, the purchaser must notify us immediately in writing so that we can bring an action under section 771 of the German Code of Civil Procedure (ZPO). If the third party cannot reimburse us for the judicial and extrajudicial costs of an action under section 771 ZPO, the purchaser is liable for the resulting shortfall.

(3) The purchaser may resell the goods in the ordinary course of business. However, the purchaser hereby assigns to us all claims arising from resale against their customers or third parties up to the final invoice amount of our claim, including VAT, regardless of whether the goods are resold without processing or after processing. The purchaser remains authorised to collect these claims after assignment. Our right to collect the claims ourselves remains unaffected. However, we undertake not to collect them as long as the purchaser meets their payment obligations from the proceeds received, is not in payment default and, in particular, no application has been made to open bankruptcy, composition or insolvency proceedings and no suspension of payments has occurred. If any of these events occurs, we may require the purchaser to disclose the assigned claims and their debtors, provide all information needed for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.

(4) At the purchaser’s request, we undertake to release securities held by us insofar as their realisable value exceeds the claims to be secured by more than 10%. We may choose which securities to release.

Section 9 Miscellaneous

(1) We and our suppliers may affix our company logo or company name to the goods supplied and use the goods supplied by us for commercial purposes, particularly for display at our business premises and for illustrations in catalogues and brochures of any kind.

(2) We may store data that becomes known to us in connection with business transactions and pass it on to the contractual partners we engage to process those transactions.

(3) If any provision of these general terms and conditions is or becomes invalid, this does not affect the validity of the remaining provisions or of the underlying contract.

Section 10 Jurisdiction – Place of performance

(1) If the purchaser is a merchant, our registered place of business is the place of jurisdiction. However, we may also bring proceedings against the purchaser before the court at the purchaser’s place of residence.

(2) The law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

(3) Unless the order confirmation states otherwise, the place of performance is the place from which the goods are dispatched.

Sales exclusively to industrial businesses, trade, crafts, associations and commercial enterprises. All prices exclude VAT. All rights reserved.