General Terms and Conditions of Delivery and Payment

§ 1 General

The following terms and conditions of delivery and payment with which the Buyer declares its agreement on placing the order shall apply exclusively, and shall also apply to future transactions, even where no express reference is made to them, but they have been received by the Buyer in connection with an order we have confirmed. If the order is placed in deviation from the following terms of delivery and payment, only the following terms of delivery and payment shall apply, even if we do not object.
Deviating agreements and terms and conditions shall only become binding if the Seller expressly confirms them in writing. Conflicting terms and conditions of purchase of the Buyer shall not apply. They are expressly objected to.

§ 2 Quotations

1. If no other exclusive agreement has been reached, the quotations shall be non-binding for the Seller with regard to quantity, price and delivery time and are made under the resolutive condition of correct and timely availability of supplies and raw materials.
2. All prices are quoted "ex works". After the contract’s conclusion and until delivery, any increases in costs beyond our control will be charged to the Buyer accordingly.
3. Dimensions, colours and designs are only approximations. The Seller reserves the right to minor deviations in construction and colour. Samples are also only approximations. 

§ 3 Delivery and transfer of risk

1. Delivery shall always be "ex works" or another place of dispatch at the Seller's option, free of packaging, unless individual delivery conditions have been agreed between the Seller and the Buyer.
2. The risk shall pass to the Buyer when the goods are handed over from the ramp or to a third party ready for transport.
3. A small quantity surcharge of 25 euro will be charged for orders with a net goods value of less than 150 euro.

§ 4 Delivery time - Delivery impediments

1. Binding delivery dates require express agreement,
2. Unforeseen force majeure and other unforeseeable extraordinary events, which also include shortages of materials, energy, labour and transport space, production disruptions including industrial disputes, exceeding of delivery deadlines by sub-suppliers, traffic disruptions, official orders, etc., which render the Seller unable to fulfil its delivery obligations, shall release it from its obligation to deliver or perform in full for the duration of their effect or in the event of impossibility of delivery or performance. The Seller shall immediately inform the Buyer of the occurrence of such a situation.
3. If the Seller cannot fulfil its obligation for reasons other than those mentioned in paragraph 2 and which are attributable to it, or cannot fulfil it in due time, it shall only be liable for intent and gross negligence.

§ 5 Payment and Assignment

1. The Seller shall grant a 2% discount on payments made within 10 days of invoicing.
2. The invoice amount is due net 30 days after invoicing.
3. If there is justified doubt as to the Buyer’s creditworthiness, the Seller is entitled to make further deliveries only against advance payment, to declare all outstanding invoice amounts, including deferred invoice amounts, immediately due and payable and to demand immediate cash payment or the furnishing of security, including for accepted bills of exchange.
4. Cheques or bills of exchange shall only be accepted as conditional payment. Discounts, expenses and costs shall be borne by the Buyer.
5. The Buyer can only assert a right of retention if it is based on the same contractual relationship. It may only offset undisputed or legally established counterclaims.
6. The Seller is entitled to assign the claims from the business relationship.

§ 6 Notice of defects, warranty and liability

Complaints of visible defects shall be made immediately upon receipt of the goods and shall be documented by the Buyer on the carrier’s freight documents. In the absence of any notice of defects, the goods shall be deemed to be in order. Notices of visible defects shall be based on the carrier’s acknowledgement of receipt. If this does not contain a comment about a visible defect, the Buyer cannot assert a defect in the goods. Statutory provisions shall apply in the event of latent defects. The Seller may either rectify defects or resupply the items, at its option. For other legal grounds, the Seller shall only be liable in the event of wilful intent or gross negligence on its part.

§ 7 Retention of title

1. All delivered goods remain the Seller’s property until all claims arising from the business relationship between the parties have been settled. However, the Buyer has a claim to release in accordance with its payments. The release takes place tacitly after the payment has been made. In this respect, the oldest invoice is always offset first. The Buyer is entitled to resell the delivered goods while simultaneously assigning the claim against the Buyer to the first seller. To secure the claim, the reseller shall reserve ownership of the goods for the first seller or, at its option, shall furnish equivalent security to the first seller.

2. The goods subject to the Seller's retention of title may not be pledged or transferred by way of security. The Buyer shall inform the Seller immediately of any legal enforcement concerning the goods belonging to the Seller. In the event of legal enforcement in respect of goods subject to the Seller’s retention of title, the Buyer shall immediately notify the enforcement authority and the creditor that the goods are subject to the Seller’s retention of title. The obligation to notify also exists with respect to the Seller.

3. Determination of current balances and balance authentications do not affect the retention of title in all other respects.

4. If the value of the existing security exceeds the claims to be secured by more than 20%, the Seller shall be obliged to release the security to this extent at the Buyer's request.

5. Any processing or treatment of the goods subject to retention of title shall be deemed to have been carried out by the Buyer on the Seller’s behalf without the latter incurring any obligations as a result. If the goods subject to retention of title are processed, combined, mixed or blended with other goods not belonging to the Seller, the Seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the goods subject to retention of title to the other processed goods at the time of the processing, combining, mixing or blending. If the Buyer acquires sole ownership of the new item, the contracting parties agree that the Buyer shall grant the Seller 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 them in safe custody for the Seller free of charge.

6. The Buyer may only resell the goods subject to retention of title in the ordinary course of business if it hereby assigns to the Seller all claims accruing to it against buyers or third parties from the resale. If goods subject to retention of title are sold unprocessed or after processing or combination with items which are the Buyer’s exclusive property, the Buyer hereby assigns to the Seller the claims arising from the resale in full. If the Buyer sells goods subject to retention of title are - after processing/combination - together with goods not belonging to the Seller, the Buyer hereby assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and with priority over the rest. The Seller hereby accepts the assignment. The Buyer can collect these claims even after assignment. The Seller’s authorisation to collect the claims itself remains unaffected; however, the Seller undertakes not to collect the claims as long as the Buyer is duly fulfilling its payment and other obligations. The Seller can require the Buyer to inform it 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.

§ 8 Default

1. The Buyer shall be in default of payment without a reminder if it does not pay the invoice in full within 30 days of invoicing at the latest or if it allows a payment deadline stated in the invoice to elapse. In the event of a extra-judicial reminder, the Buyer shall reimburse the Seller 15 euro per reminder plus all reminder charges and cash outlays.
2. If the Seller stores goods for the Buyer on call, the Buyer shall be in default if it does not call off the delivered goods at the latest 3 months after order.
3. If the payment deadline is exceeded, default interest at a rate of 3% above the European Central Bank’s discount rate or at the rate of the usual bank default interest shall be payable without special proof. If the Seller has to pay higher interest, it can demand reimbursement of this on presentation of proof.

§ 9 Seller’s rights in the event of a payment default

1. If the Buyer defaults on the payment of an invoice, all the Seller’s claims, including those arising later, shall become immediately due and payable in full.
2. In the event of default, the Seller shall be entitled, at its discretion, to withdraw from the contract or claim damages for non-performance after setting a reasonable grace period, which as a rule shall not exceed 10 days. If the Seller chooses damages for non-performance, it may, at its option, demand compensation for the damage after settlement or demand up to 25% of the order price as lump-sum damages without further proof if the goods are seasonal in nature.
3. If the Seller does not withdraw from the contract in the event of default of acceptance and does not demand compensation for non-performance, it may demand 1% of the order price per month as a lump-sum storage fee unless it can prove higher storage costs in detail.
4. If the Seller recovers goods subject to retention of title after withdrawal, it shall be entitled to demand compensation of up to 20% of the order price per delivery month as a reduction in value for seasonal goods. With respect to items which are not produced any longer in the following year due to a design change, the Seller may demand higher compensation proven in detail.

§ 10 Place of jurisdiction

The place of jurisdiction for all disputes arising from this contract is the Syke District Court or the Verden/Aller Regional Court. This also applies to payment by cheque and bill of exchange. German law shall apply exclusively to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

§ 11 Severability Clause

If one of these provisions proves ineffective, for whatever reason, the validity of the remaining clauses shall remain unaffected. The ineffective clause shall be replaced by a provision that comes as close as possible to the economic sense and purpose. 

VIDEX GARDEN GmbH & Co. KG, Hoher Weg 52, D – 27211 Bassum
Sitz der Gesellschaft: Bassum HR Walsrode: Abt. HRA 203475