General Terms and Conditions

§ 1 General

1. The following Terms of Business are valid for the whole present and future business relationship with our customers, even if they are not referred to expressively. Differing or supplementary Terms of Business of the customer do not become constituent part of the contract.

2. The goods are delivered exclusively in the designs, packing units, and minimum quantities, respectively, stated in our respectively valid catalogues or leaflets. As far as goods are not mentioned in the current catalogue or leaflet, the minimum quantity is the purchase quantity and packing unit, respectively, fixed by our supplier.

3. Technical changes within the meaning of technical progress remain reserved. Changes in form, colour, and weight within reasonable bounds remain reserved.

§ 2 Conclusion of a Contract

1. The presentation of our assortment in our respectively current catalogues or leaflets does not represent a binding offer of contract. By sending an order to us, the customer issues a binding offer. We reserve the free decision about the acceptance of this offer.

2. If the information about the assortment should have been faulty or if minimum order quantities should be to be observed, we will submit a counter-offer to the customer, about the acceptance of which he can decide freely. If we do not accept an offer of the customer, we will notify him thereof.

3. The conclusion of a contract is made under the reservation of correct and timely self-delivery by our supplier; this reservation is valid only in case we have concluded a congruent cover deal with the supplier and do not have to answer for possible false or non-deliveries. §2 No.4 clause 2 is valid correspondingly.

4. If it turns out that ordered goods are not available, we reserve withdrawal from the contract. We will immediately notify the customer about the non-availability and will immediately reimburse possible considerations made by the customer.

5. If an order exceeds commercial quantities, we reserve a corresponding limitation.

§ 3 Prices

1. The offered prices are plus legal v.a.t.

2. As far as not mentioned otherwise in catalogues or leaflets, the prices refer to the respectively represented articles according to description, not however to contents, accessories, or decoration.

3. The prices given in our catalogues and leaflets refer to the time of issue of the respective sales document; price changes after this time remain reserved. For contracts already concluded before this time a change of the price agreed on is excluded.

§ 4 Delivery

1. A minimum order value does not exist.

2. With the reservation of § 4 sect. 4 and 5, our inland orders with a total value under 100.00 € net (i.e. without v.a.t.), we will charge a short quantity surcharge of 4,95€ (plus v.a.t.).

3. With order quantities above 100.00€, our inland domestic deliveries are free of postage and freight, unless there is a special case mentioned in these Conditions.

4. Part deliveries remain reserved. Arising enhanced costs will be borne by us.

5. The delivery is from stock. With the handing over of the goods to the person destined for execution of the shipment, the risks of destruction, of loss, or of deterioration, as well as the price risk pass over to the customer. The same is valid for the risk of delayed delivery

6. Transports by rail or carriers are made only on order, on costs, and on risk of the customer.

7. Deliveries abroad are always made on costs and on risk of the customer.

§ 5 Rights of Revocation and of Return

1. The customer has the right to return the goods within 2 weeks after receipt (decisive is the date of the acknowledgement of receipt of the delivering company, e.g. postmark), provided that he returns the goods undamaged and complete in their original package at his expenses and risk. Decisive for the timeliness of the exercise of the granted right of return is the receipt of the goods at our house.

2. The right of return is excluded with such goods, which are not presented in the catalogue or in leaflets and/or have been manufactured or ordered especially for the customer, as well as any special makes, and with materials of consumption, which are not in unopened original packing any more.

3. The costs of return shipment are borne by the customer, unless the delivered goods do not correspond to the ordered ones. The evidence of the return has to be produced by the customer.

4. The customer has to make good for the loss of value by the deterioration caused by the use according to purpose. We are entitled to deduct this loss of value from the repayment amount. In case of destruction or of other impossibility of return of the goods, which is in the responsibility of the customer, the customer has to compensate us for the corresponding loss of value.

§ 6 Guarantee

1. For defects of the goods, we warrant at our choice by touching up or by replacement delivery.

2. If the touching up or replacement delivery fails, the customer can demand reduction of the payment or cancellation of the contract at his choice.

3. Of obvious defects, we have to be given notice within a term of 2 weeks from receipt of the goods; otherwise, the assertion of the warranty claim is excluded. For keeping the term, the timely posting is sufficient; the burden of proof is borne by the customer.

4. The goods have to be checked on freedom from defects and on completeness immediately after arrival, and defects detected during this have to be reported immediately. If the customer neglects the timely check or report of defects, the delivered goods are considered as approved, unless the defect was not recognizable during the check. Defects detected later have also to be reported to us, otherwise the goods are considered as approved regarding these defects, too. In any case, the report of defects has to be made in writing and has to describe exactly the defect complained about. As for the rest, the §§ 377 f. HGB (German Commercial Legal Code) are valid correspondingly.

5. Guarantee and damage claims come under the statute of limitations one year from receipt of the goods.

§ 7 Liability

1. Subject to the following regulations, we are not liable – no matter from which legal reason – for the minor negligent violation of duties by us, our legal representatives or vicarious agents. In case of minor violation of cardinal duties, our liability is limited in the extent to the typical foreseeable damage. We shall not be liable for minor negligently caused duty violations, as delay or impossibility, or for minor negligently caused protective duty violations.

2. The preceding nonliabilities or liability limitations are not valid in cases of guilt independent liability, especially according to the “Produkthaftungsgesetz” (German product liability law), in case of responsibility for body or health damages or loss of life.

3. There is no liability for damages of the delivered product or third components caused by non-observation of the Instructions or of technical requirements on the part of the customer.

4. A further reaching liability for damages than provided in § 7 No. 1-3 is excludes. This is valid especially for damages from fault during conclusion of the contract, because of other duty violations, or because of indictable claims on compensation of material damage. The limitation is also valid, as far as the customer demands useless expenditures in exchange.

§ 8 Damage in Transport

If the customer makes out damage to the package on receipt of the shipment, he has to make the carrier confirm the damage in writing during receipt of the goods. Damage in transport, which is noticed only after unpacking of the goods, must be reported to us in writing within 5 days after receipt. § 6 No. 3 clause 2 is valid correspondingly.

§ 9 Payment

1. We deliver –with the reservation of the regulation in the following clause – on invoice or COD, according to request of the customer. It is reserved to us to fill the contract against COD, partly advance payment, or total advance payment. Where appropriate, corresponding information will be given to the customer in advance.

2. Our invoices are due, unless a different agreement has been made in writing, 10 days at 2% discount or 30 days after date of invoice without any discount. If the customer is in delay of payment, we are entitled to claim interest on arrears of 8% above the base interest rate and to charge a fee of reminder in the amount of 2.00 € for the second and any further reminder. We reserve the right to prove and assert a higher damage. The customer is entitled to prove that no or a lesser damage has arisen to us by the delay. In this case, we can claim the legal interest rate.

3. The customer can set off only with such counterclaims, which have become absolute, are undisputed, or acknowledged by us. A lien on goods can be asserted by the customer only because of counterclaims based on the same contract.

4. If the customer does not fulfil his payment liabilities according to the contract or if other circumstances become known, which let the fulfilment of the commitment of the customer towards us appear endangered, all our claims based on deliveries having been made will become due at once.

§ 10 Title Retention

1. We reserve the ownership of the delivered goods until the receipt of all the payments out of the business relation with the customer.

2. The customer is obliged to give us immediately notice of any change of his firm site or commercial domicile, as long as claims because of delivered goods are still outstanding.

§ 11 Final Clauses

1. Decisive is the material law of the Federal Republic of Germany. The UN agreement about contracts about the international commodity purchase is not applicable.

2. If the customer is merchant, a juristic person under public law, or a state special estate, exclusive place of jurisdiction out of this contract is Osnabrück. The same is valid if the customer has no general place of jurisdiction in Germany.

3. If individual clauses of the contract between us and the customer should be or become null and void completely or in part, the legal validity of the remaining regulations will thereby not be affected.

4. It is emphasized that the customer data are stored, in the course of the valid data-protection regulations, separately as master data and accounting data.

Date: November 2003


… and finally:

Your contentment is most important for us. Therefore, call us, if you have a problem with us. You can count on us.

GERGEL Werbemittel GmbH
Postfach 1122,
D-49315 Reihne

Fon +49(0)5429-1407
Fax +49(0)5429-1887