Pedlar UG (Haftungsbeschränkt)
Disclaimer: The following serves merely as a translation of our German Terms & Conditions. The only legally binding version is the German version.
1.1. We deliver exclusively under the following conditions. Deviating conditions of the buyer apply only if they comply with our terms and conditions or we have expressly agreed to their validity in writing. These sales conditions apply even if we carry out the deliveries without reservation in the knowledge of the buyer's terms and conditions of sale that conflict with or deviate from the terms of sale.
1.2. These general sales and delivery conditions apply only to companies. In this form, they also apply to future contracts between Pedlar as the seller and the buyer, even if they are not presented separately again.
2.1. Our offers are subject to change. They can be withdrawn until the buyer's order is received.
2.2. We can accept offers from the buyer within a period of two weeks. We reserve the right to reject offers.
3.1. Insofar as we or the suppliers commissioned by us provide packaging and means of transport, only the packaging conditions to be specifically agreed between the buyers and the suppliers apply. If the buyer is in default with the return of means of transport (e.g. pallets, etc.), we reserve the right in any case to charge the buyer for the costs and rent incurred.
3.2. As long as the buyer is in default with a liability, our delivery obligation is suspended. If the buyer defaults on acceptance or culpably breaches other obligations to cooperate, we are entitled to claim compensation, including any additional expenses. We reserve the right to make further claims.
3.3. Loading and shipping are carried out in accordance with the agreements with our supplier. With regard to shipping method and shipping route, we will take into account the wishes and interests of the buyer - as far as possible. Any additional costs arising as a result - even if freight has been agreed upon delivery - will be borne by the buyer.
3.4. In the case of agreed freight, the prices quoted by us are based on the freight and additional charges valid at the time of the offer. These prices may be adjusted, in our favor or at our expense, to changes in freight and ancillary charges for delivery, without the buyer having a right of withdrawal in this regard.
3.5. Delivery is subject to timely and sufficient self-delivery. If the agreed delivery date or the agreed delivery period is not met, we are only obliged to pay compensation in the event of intentional or grossly negligent conduct.
3.6. Circumstances or events for which we are not responsible and which delay, make delivery impossible or make it unreasonably difficult, e.g. war, government intervention, forces of nature, accidents, traffic and operational disruptions, lack of raw materials or energy, strikes or lockouts, release us from the delivery obligation for the duration of the hindrance and a reasonable start-up period. If the hindrance is not expected to end within a reasonable period of time, we are entitled to withdraw from the contract in whole or in part without an obligation to make subsequent delivery.
4.1. Unless otherwise agreed, all deliveries from the factory or warehouse are free of charge, excluding all additional costs (in particular transport, customs, packaging, insurance costs, costs of taking back and disposing of the packaging). The prices listed in our offers are shown separately for sales tax.
4.2. Our prices are shown in an explicit offer. The buyer must pay the price plus sales tax at the legal rate applicable on the day of delivery of the goods. We reserve the right to increase our prices accordingly if, in the case of contracts involving more than three months between the conclusion of the contract and the agreed delivery or the last partial delivery, there are cost increases that we cannot foresee and are not responsible for, in particular due to material costs, increases in raw material prices, auxiliary material prices, tariff agreements, freight or public charges. In doing so, we will balance cost reductions and cost increases. We will provide the client with evidence of the change in costs upon request.
5.1. Invoices are payable net up to the 14th day after invoicing, unless other individual agreements have been made. The timeliness of payment depends on receipt of the amount at our unconditional disposal.
5.2. We reserve the right to send the invoice electronically by e-mail. If personal data is transmitted to us, the buyer is obliged to inform the data subjects in good time in accordance with Article 14 EU General Data Protection Regulation No. 2016/679 of the data processing by us; we refrain from informing the data subject.
5.3. The submission of bills of exchange requires our consent; exchange charges and costs as well as the risk of timely presentation and protest collection are borne by the buyer.
5.4. If the payment deadline is exceeded or payment is incomplete on time, the buyer will be in default no later than 30 days after the due date and receipt of the invoice, even without a reminder. Without prejudice to other claims, we are entitled to claim interest of 9 percentage points above the respective base interest rate in accordance with Section 247 BGB from the onset of default.
5.5. If the buyer is in default of payment or if there are reasonable doubts as to his solvency, we are entitled to make all claims against him due immediately and/or to demand security deposits even before delivery, to withhold outstanding deliveries on this and other contracts in whole or in part or to withdraw from the existing contracts.
5.6. The buyer is only entitled to offset with written consent or with legally established or undisputed claims.
6.1. Claims for defects by the buyer, who is a merchant, require that the buyer duly complies with the inspection and complaint obligations owed in accordance with Section 377 HGB, i.e. obvious defects immediately after delivery, concealed defects immediately after discovery, specifying the product complained of, the type of defect, the batch number, the delivery date and the object in which the goods should be used. In the event of obvious defects, unless freedom from defects has been guaranteed or acted fraudulently, non-merchants lose their warranty rights if they do not complain in writing within 14 days of delivery. We do not guarantee defects that arise as a result of improper processing or use by the buyer contrary to instructions.
6.2. Without prejudice to Section 202 (1) BGB, claims for defects by the buyer expire within 12 months of delivery, handover or acceptance at the place of fulfilment.
6.3. If there is a defect and this is duly reported in accordance with the above provision, we will provide replacement or repair as a matter of priority. If this fails, the buyer may, at his option, withdraw from the contract or reduce the remuneration.
We are liable for intent and gross negligence as well as for culpable breach of essential contractual obligations. In the event of a slight negligent breach of essential contractual obligations, our liability is limited to foreseeable damage typical of the contract. Liability for culpable injury to life, limb or health remains unaffected; this also applies to liability under the Product Liability Act. Further claims for compensation are excluded.
8.1. The goods remain our property until all claims due to us against the buyer, including balance claims, have been paid in full. Processing and processing is always carried out for us to the exclusion of the acquisition of ownership by the processor and processor, but without binding us. If the item is processed with other objects that do not belong to us, we acquire joint ownership of the new item in proportion of the value of the purchased item to the value of the new item.
8.2. If the goods are inseparably mixed with other objects that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the goods to the other mixed item at the time of mixing under the resolving condition that the purchase price has been paid in full. If the mixing takes place in such a way that the buyer's item is to be regarded as the main item, it is considered agreed that the buyer transfers joint ownership to us on a pro rata basis subject to payment of full purchase price. The buyer stores the resulting sole or joint ownership for us.
8.3. The buyer is authorized to sell the goods subject to retention of title in the ordinary course of business; this authority expires if the buyer is in default or agrees with his customers that the claim is irrevocable.
8.4. In the event that the buyer sells the goods, he hereby assigns to us all resulting claims against his customer in full, even if they include remuneration for work, with all ancillary rights, in particular securities, but not more than 110% of the outstanding claims. We accept this assignment. Sentence 1 also applies in the event that the buyer processes, mixes or blends the goods with goods delivered by us. On request, the buyer is obliged to disclose the assignment and to provide the necessary information and documents. If the buyer has agreed on a current account relationship with his contractual partners, the advance assignment also extends to the balance claim arising from this current account relationship.
8.5. The buyer is revocably entitled to collect the claims assigned to us himself, provided that he is not in default.
8.6. If we make use of the retention of title, the buyer is obliged to return it at his expense and loses his right of possession. He is liable for the reduced value and redemption costs as well as for lost profit. He must notify us immediately if a third party encroaches on our rights.
8.7. We commit ourselves to release the securities to which we are entitled at the buyer's request to the extent that the value of the securities exceeds the claims to be secured by 10%. It is up to us to select the securities to be released.
9.1. The place of fulfilment for delivery is the respective place of departure of the goods, and our registered office for payment.
9.2. The place of jurisdiction for all legal disputes arising from the contractual relationship and regarding its occurrence and effectiveness (including bills of exchange and check actions), if the buyer is a merchant, legal entity under public law or a special fund under public law, is our registered office. However, we can also sue the buyer at his general place of jurisdiction.
For information on data protection, please see our privacy policy. You can find them at: https://www.pedlar.de/datenschutz
11.1. Should any of the above provisions be ineffective or not become part of the contract, this shall not affect the effectiveness of the remaining provisions. In this case, the parties already commit themselves to enter into negotiations with the aim of replacing the ineffective provision with such a clause that comes closest to what the parties have economically intended with the previous provision.
11.2. The legal provisions between the buyer and us are exclusively subject to German law, excluding the rules of international private law.
Status: 04/2024
