General conditions of sale
TheHUD Agency & Distribution GmbH, Hannover
§ 1 General - Scope
1) Our conditions of sale apply exclusively to the business relationship with our customers. Conflicting or deviating from our terms and conditions of the customer, we do not accept, unless we have expressly approved in writing. Our conditions of sale also apply, if we carry out the delivery without reservation in knowledge of conflicting or deviating conditions of the customer.
2) All agreements, representations, side agreements or other changes or additions to the conditions of sale made between us and the customer for the purpose of executing individual contracts or the entirety of contracts shall be recorded in writing and shall require our written confirmation to be effective by one of the theHUD GmbH the managing director or one of his employees authorized in writing can take place. In particular, free trade representatives acting for us are in principle not entitled to make other regulations deviating from these sales conditions without our consent.
3) Our terms of sale also apply to entrepreneurs.
§ 2 Offer - conclusion of the contract
1) The order placed by the customer with us constitutes a binding offer, irrespective of whether it is given in writing, by telephone or by electronic mail.
In the case of immediate orders, we are entitled to accept this offer within 10 days. In the case of pre-orders, the acceptance period is extended to 6 months. Acceptance is either by sending an order confirmation or by delivery of the ordered goods to the customer. If the customer does not receive an order confirmation or if the ordered goods are not delivered to him, a contract between the customer is not acceptable. The submission of an offer by the customer does not create any legal obligations on the part of theHUD GmbH.
2) If the order of the customer has preceded an offer from us, this is non-binding.
3) We reserve the right to make changes and deviations from the ordered goods, provided the subject matter of the contract does not undergo any changes that are unreasonable for the customer. Any claims for damages against us due to the delivery of goods that have reasonable changes to the order are excluded.
§ 3 prices - terms of payment - reminder fee
1) The prices for our products result from the valid price list. The prices are "ex warehouse Hannover", d. H. and delivery costs are additional.
2) The purchase price is net (that is, without deductions) payable within 10 days from the invoice date.
The payment period begins with receipt of the delivery of goods to the customer, but not before receipt of invoice.
If the customer is in default of payment, we are entitled to demand default interest as a lump sum compensation as follows:
1 at the end of the first month after default 1% per month based on the final invoice amount,
2 from the end of the second month of default 2% monthly on the final invoice amount.
In any case of late payment, the customer is obliged to pay default interest of 5 percentage points above the respective base rate of the ECB. In any case, the customer is entitled to prove that we did not incur any or significantly less damage. The compensation must then be reduced accordingly. We reserve the right to prove a higher damage caused by default, we are then entitled to assert this.
3) The deduction of discount requires a special written agreement with a managing director of theHUD GmbH or a third party authorized by him in writing.
4) We reserve the right to carry out the delivery of ordered goods at our discretion by cash on delivery, cash payment or only in advance. The terms of payment are agreed in individual cases with TheHUD GmbH. TheHUD GmbH reserves the right to change the terms of payment at any time for the future unilaterally.
5) The customer shall only be entitled to set-off rights if his counterclaims have been legally established or accepted by us in writing. He may only withhold services for his part as his counterclaim is based on the same contractual relationship. A deduction from his performance without a credit note previously created by us is not permissible, unless the counterclaim has been legally established or recognized by us in writing.
6) For each required reminder, an amount of € 5.00 for the additional administrative burden will be charged to the customer.
§ 4 Partial delivery - Transfer of risk - Delivery deadlines - Delayed acceptance
1) Partial deliveries are permissible insofar as they are reasonable for the customer.
2) If shipping or delivery is delayed by more than 2 weeks at the request of the customer, theHUD GmbH reserves the right to cancel the order and charge a cancellation fee of 30% of the order value.
For custom-made "Special make up (SMU)", the cancellation fee is 100%. Incidentally, theHUD GmbH reserves the right to assert all rights, in particular theHUD GmbH reserves the right not to deliver to the customer if the cancellation fees are not paid.
3) Deliveries are to be accepted by the customer irrespective of any negligible defects that can be approved by the customer.
4) Unless otherwise stated in the terms of the contract, the delivery shall be "ex works", d. H. the risk of accidental loss or loss of the goods after the goods have been dispatched for transport shall be borne by the customer. This does not apply if freight and packaging are taken over by theHUD GmbH.
In the other cases we will cover the delivery by a transport insurance at the request of the customer; the costs incurred in this respect shall be borne by the customer.
5) The adherence to agreed delivery periods presupposes the timely receipt of all documents to be supplied by the customer as well as the adherence to the agreed terms of payment.
§ 5 Warranty for defects
1) If the customer is not a "consumer", the assertion of rights to warranty claims that the customer inspects the goods delivered to him within 48 hours after receipt of the delivery and, if a defect shows, theHUD GmbH immediately makes. If the customer fails to do so, the goods are deemed to have been approved unless it is a defect that was not identifiable during the investigation. If such a deficiency arises later, the ad must be reported to theHUD GmbH immediately after discovery, ie within 48 hours, otherwise the goods will be considered as approved also in view of this defect. To maintain the rights of the customer, the timely dispatch of the advertisement is sufficient. If theHUD GmbH has fraudulently concealed the defect, we can not rely on this regulation.
2) Insofar as we are responsible for a defect of the goods, we are entitled to choose from us to remedy the defect or to replace the goods. In any case, we have the right to inspect and inspect the defective goods before remedying the defect. In the case of removal of defects, we are obliged to bear all expenses required for the purpose of remedy of the defect, in particular transport, travel, labor and material costs, unless these are increased by the goods being moved to a place other than the place of performance has been.
3) Within the scope of the statutory provisions, the customer has the right to withdraw from the contract if - taking into account the statutory exceptions - we let a reasonable deadline set for the repair or replacement due to a material defect elapse fruitlessly. If there is only an insignificant defect, the customer is entitled only to the right to reduce the purchase price.
4) The submission of defective goods is only permitted after issuing a return number.
5) Unless otherwise stated below, further claims of the customer - for whatever legal reason - are excluded. We are therefore not liable for damages that did not occur on the delivery item itself, in particular we are not liable for the lost profit or other pecuniary loss of the customer.
6) The above disclaimer of liability does not apply if the cause of the damage is based on intent or gross negligence. Furthermore, it does not apply if the customer claims damages for non-performance because of the lack of a guaranteed property.
7) Insofar as we negligently violate a main contractual obligation, such as a delivery obligation or a contractual obligation, our obligation to pay compensation is limited to the contract-typical, foreseeable damage. Further claims for damages are excluded.
8) The duration of our warranty obligation is one year, calculated from the transfer of risk. This period is a limitation period and also applies to claims for compensation for consequential damages, as far as no claims are made in tort. In particular, it is not a warranty period; d. H. TheHUD GmbH is only liable for defects that exist at the time of the transfer of risk.
§ 6 total liability
1) Further liability for damages as provided in § 5 (5) to 7) is excluded - regardless of the legal nature of the asserted claim - excluded.
2) Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, employees, employees, representatives and vicarious agents.
§ 7 Retention of title
1) The goods delivered by us remain our property until receipt of all payments from the delivery contract. In the event of breach of contract by the customer, in particular in the event of default in payment, we are entitled to demand the return of the delivered goods. In the publication request of the goods by us is no resignation from the contract, unless we have expressly stated in writing. In the garnishment of the goods by us is always a withdrawal from the contract. We are entitled to take back the goods for their recovery. The proceeds of the sale are to be credited against the liabilities of the customer less reasonable costs of realization.
At the request of the customer, theHUD GmbH provides advertising material, such as "Display's" for the purpose of representing TheHUD GmbH products.
These promotional materials remain the property of theHUD GmbH, even if they are installed or otherwise firmly connected with the customer's property. A pledge or sale of the advertising materials is prohibited. The customer is obliged to receive the advertising materials in good condition. He may not change the advertising materials. All advertising materials are to be used exclusively for sale, presentation and other purposes in favor of theHUD GmbH products. Any other use is hereby expressly prohibited. This can lead to termination of the supplier contract.
2) In the event of seizure or other interference by third parties, the customer must notify us immediately in writing so that we can take appropriate legal action to defend ourselves. Insofar as the third party is not in a position to reimburse us for the legal or extrajudicial costs of these legal measures, the customer is liable for the loss incurred by us.
§ 8 Limitation of use of the delivered goods - contractual penalty
1) We only supply selected retailers in accordance with theHUD GmbH Guidelines. Therefore, the customer may only offer for sale or otherwise exhibit the goods delivered on the basis of his order in the shops specified in the order and approved by us in writing. In particular, the customer is prohibited from selling the goods to commercial resellers (other wholesalers and / or retailers) or otherwise giving them away. It complies with the sales philosophy of theHUD GmbH, that only a limited number of retail businesses can offer theHUD GmbH products based on the respective population density and purchasing power. This market policy would be offended if our customers were affected by resellers from other areas. Therefore, it is also prohibited to distribute the ordered goods by way of e-commerce or the mail order trade without the permission of theHUD GmbH.
2) If the customer violates the prohibition stipulated in § 8 (1), by offering for sale goods delivered by us outside the shop / shop specified in the order confirmation or outside the approved e-commerce or mail-order business or otherwise as issued or by the fact that he resells the goods to commercial resellers or otherwise surrenders to them, so the customer pays to theHUD GmbH a contractual penalty in the amount of 15,000.00 € the proven individual case. Goods of the brands distributed by us that were not placed on the market by us in the EEA are considered as counterfeits. In the sale of these is also a breach of contract, which is punishable by a penalty of € 15,000.00 for each individual case. In the sale of all falsified goods is a breach of contract, which is punishable by a penalty of € 15,000.00 for each individual case.
3) In the case of a breach of the prohibitions in § 8 (1) and (2) we are entitled, at our discretion, to terminate the contract with immediate effect and / or to refrain from delivering any outstanding partial deliveries.
4) The customer agrees that the goods delivered to him are marked in a manner not recognizable to the customer in order to check compliance with these prohibitions.
§ 9 cancellation fee
1) In the event that the goods for reasons for which the customer is responsible, is not accepted or not executed, we are entitled to cancel the order. In the event of cancellation, the customer undertakes to pay to us a lump sum of up to 30% (100% for custom products / SMU) of the order value as flat-rate compensation, whereby he can prove that a lesser damage actually occurred is, the proof is open to us, that a higher damage originated. The same applies if a cancellation contract has been concluded between him and us as a result of a cancellation claim of the customer.
2) If an order is not canceled in accordance with clause 1 or a cancellation agreement has been concluded, the customer must pay in full for goods that have not been accepted or returned and that are free of defects, despite the return. Storage is at the risk and expense of the customer.
§ 10 assignment prohibitions
The rights of the customer under the contracts concluded with us are not transferable, in particular not assignable.
§ 11 Protected trademarks and logos
The customer is only authorized with our express written permission to use the protected logos and brands of the goods delivered to him in any way outside the delivered goods.
§ 12 Privacy
§ 13 Severability clause
Should one of these provisions be ineffective or incomplete, this shall not affect the effectiveness of the remaining provisions. In place of the incomplete or ineffective provision, a provision comes closest to the intended economic purpose of the parties.
§ 14 Jurisdiction - Place of performance
1) If the customer is not a consumer, but is a merchant, is our place of business, in Hannover jurisdiction. However, we are entitled to sue the customer at his place of residence.
2) Unless otherwise stated in the order confirmation, our place of business is the place of fulfillment.
3) The contractual relationship shall be governed by the law of our place of business to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).