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I. Scope of Validity

(1) The following General Terms and Conditions of Business for Business Customers are valid for the sale of products by the company Damasko GmbH, Unterheising 17c, 93092 Barbing (User) to its customers (Customer).

(2) Customers within the meaning of these General Terms and Conditions of Business for Business Customers shall mean natural or legal persons who are concluding the respective business transaction within the scope of their commercial or self-employed profession.

(3) These General Terms and Conditions of Business for Business Customers shall apply exclusively; any customer’s terms and conditions that contradict or deviate from these Terms and Conditions of Business shall not be accepted unless their validity was expressly approved by the User in writing. These General Terms and Conditions of Business for Business Customers shall also apply if the delivery is unconditionally made to the Customer by the User in the knowledge of contradicting or deviating terms and conditions of the Customer.

 

II. Conclusion of Contract

(1) The User’s range of goods and services shall merely constitute an invitation to make an offer (invitatio ad offerendum).

(2) The Customer’s order shall constitute an offer to the User for conclusion of a purchase contract.

(3) Any contract with the Customer shall not be concluded until the User declares his acceptance of the order, however no later than upon shipment of the goods.

(4) If the ordered goods are not available at the time of the order, the User reserves the right to reject the order of the goods, so that no contract shall be concluded. The Customer shall be informed accordingly. Any payments already made shall be refunded to the Customer immediately.

 

III. Offer and Contract Documents

The User retains all ownership and copyrights to illustrations, drawings, calculations and other documents. This shall also apply for written documents designated as “confidential”. The Customer shall require the explicit written approval by the User prior to any disclosure to third parties.

 

IV. Prices

(1) All prices of the User shall be in euros. Unless otherwise specified in the order confirmation, the prices shall be valid “ex works”.

(2) The statutory sales tax shall be not be included in the prices; it shall be listed separately in the statutory amount on the date of invoicing.

 

V. Packaging and Shipment

The Customer shall bear the costs of packaging and shipment of the goods in addition to the purchase price. The costs incurred shall be listed separately.

 

VI. Import Fees

(1) Goods of the User for delivery outside of the EU may be subject to import duties and taxes which are levied as soon as the delivery arrives at the designated destination. This shall also apply for territories of EU Member States with special regulations. The Customer shall bear any additional fees for customs clearance.

(2) Customs regulations vary significantly from country to country so that the Customer should contact the local customs authority for detailed information. Furthermore, the Customer must note that he shall be deemed as an importer and must comply with all laws and regulations of the country in which he receives the delivery in the case of orders from the User. Cross-border deliveries shall be subject to opening and inspection by the customs authorities.

 

VII. Terms of Payment

(1) The Customer shall be obliged to advance payment. Payments shall be made to the account of the User.

(2) The net purchase price (without deductions) shall be due for payment within 14 calendar days of the invoice date, unless otherwise specified in the declaration of acceptance.

(3) The Customer shall be granted a 3% discount for payment within 8 calendar days of the invoice date.

(4) The costs of the money transfer for payment of the goods shall be borne by the Customer.

 

VIII. Offset and Retention

(1) The Customer shall only be entitled to offset own claims if his counterclaims have been finally assessed, are undisputed or accepted by the User.

(2) The Customer shall only be entitled to exercise a retention right inasmuch as his counterclaims have been finally assessed, are undisputed or accepted by the User and based on the same contractual relationship.

 

IX. Terms of Delivery

(1) The ordered goods shall be dispatched to the delivery address specified by the Customer, unless otherwise determined.

(2) The beginning of any specified term of delivery shall be subject to clarification of all technical details.

(3) Compliance with the obligation to deliver shall furthermore be subject to due and punctual fulfilment of the Customer’s obligations. The plea of equitable lien shall be reserved.

(4) If the Customer is in default of acceptance or has otherwise violated contractual obligations culpably, the User shall be entitled to claim compensation for any damages thus incurred to him, including any additional expenses. The User shall be entitled to demand a sum in the amount of EUR 1.00 plus statutory sales tax per watch and calendar day for storage and safekeeping of the goods; the Customer shall bear the burden of proof that less or no costs whatsoever incurred for this purpose. Any claims or rights in excess thereof shall remain reserved.

(5) If the conditions of paragraph (4) are met, the risk of accidental loss or accidental deterioration of the goods shall transfer to the Customer as of the time when he defaults acceptance or payment.

 

X. Transfer of Risk

(1) The goods shall be delivered “ex works”, unless otherwise specified in the order confirmation.

(2) The goods shall be covered by a transport insurance if desired by the Customer; the costs thus incurred shall be borne by the Customer.

 

XI. Liability

(1) The User’s liability for any slightly negligent breach of minor obligations shall be excluded.

(2) The User’s liability for any slightly negligent breach of major obligations shall be limited to foreseeable damages typical of the contract.

(3) The User’s liability for unforeseeable indirect or consequential damages shall be excluded.

(4) This exclusion and limitation of liability shall also apply for any breaches of duty by legal representatives or agents of the User.

(5) The above exclusion and limitation of the User’s liability shall not apply for damages from injury to life, body or health of the contractual partner, as well as for gross negligence by the User, his legal representative and his agents as well as for product liability claims.

 

XII. Retention of Ownership

(1) The User shall retain ownership of the goods sold or delivered by him until full payment of the purchase price by the Customer.

(2) The Customer undertakes to treat the goods with care; in particular he shall be under obligation to insure the goods sufficiently against fire, water and theft damage at his own expense.

(3) The Customer shall notify the User immediately in writing in the event of seizures or other interventions by third parties.

(4) The Customer shall be entitled to resell the goods within the scope of ordinary business; however, he herewith already cedes all his buyer’s or third-party receivables from the resale to the User in the amount of the final invoice amount (including sales tax). The Customer shall remain entitled to collect the receivable even when ceded. The User’s power to collect the receivable himself shall remain unprejudiced thereby. However, the User undertakes not collect the receivable as long as the Customer meets his payment obligations from the sales revenues, is not in default of payment, and no petition for bankruptcy proceedings or suspension of payments has been filed. If that is the case, however, the User shall be entitled to demand that the Customer discloses the ceded receivables and their debtors, provides all the information necessary for collection, hands over the associated documents and notifies the debtors of the cession.

 

XIII. Applicable Law, Place of Fulfilment and Jurisdiction

(1) These General Terms and Conditions of Business for Business Customers shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the Sale of Goods (CISG).

(2) The contract language shall be German.

(3) The place of jurisdiction shall be Regensburg.

(4) The place of fulfilment shall be the registered office of the User.

 

As of: January 2014

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