General sales and delivery conditions

 

 

1. Scope

 

1.1. These general terms and conditions of sale and delivery apply to all contracts for deliveries of goods and other services by Beleza eU and its affiliates based in Austria (hereinafter referred to as the "supplier") and the customer.

1.2 Orders are executed under the following conditions. Deviating conditions of the customer only apply if they are expressly recognized by the supplier.

1.3 In export, the INCOTERMS 2010 apply to the interpretation of commercial delivery clauses. Deviating conditions must be contractually agreed. Legalization and consulate fees are charged to the customer.

 

2. Conclusion of contract, content of contract

 

2.1 Offers by the supplier are always non-binding. Samples, samples and illustrations are only approximate. Representations in samples, samples and illustrations as well as other product descriptions are not guarantees. The granting of a guarantee requires the express written confirmation of the supplier.

2.2. The scope of delivery is based on the supplier's written order confirmation and the product description contained therein. If this has not been done, the delivery note is considered an order confirmation. In the case of custom-made products, deviations from the ordered quantity up to +/- 10% are permitted.

2.3. Deviations due to manufacturing or technical progress are permissible within the scope of what is customary and reasonable.

2.4 Subsidiary agreements and changes are only effective if they are confirmed in writing by the supplier.

 

3. Prices

 

3.1. The prices are in EUR plus the VAT applicable on the day of invoicing. They apply ex works and do not include packaging, freight, customs, postage, insurance and other additional costs.

3.2. Drafts, drawings, models and similar preparatory work that is initiated by the customer are to be paid to the supplier, even if the order is not placed.

 

4. Terms of payment

 

4.1. Payments are to be made within 14 days of the invoice date without deduction by bank transfer.

4.2 Other means of payment, such as B. Checks are only accepted after special agreement between the parties. In the case of payment by other means of payment, the amount owed is only deemed to have been paid when it is credited to the supplier's account.

4.3. The customer can only offset such claims or exercise a right of retention based on such claims that are undisputed or legally established.

4.4 In the event of default on the part of the purchaser, interest will be charged in the amount of the loan interest charged by the banks, but at least interest in the amount of 9% above the base rate in accordance with Section 288 (2) BGB. In addition, the supplier is entitled to payment of a recovery fee in the amount of EUR 40.00 in accordance with Section 288 (5) of the German Civil Code in the event of late payment by the buyer. The supplier reserves the right to further claims for damages, whereby the recovery fee is to be offset against a claim for damages, insofar as the damage is justified by the costs of legal action. Any discounts and other discounts do not apply when default occurs.

4.5. If the terms of payment are not complied with or if there are reasonable doubts about the creditworthiness of the customer, the supplier can request advance payment and payment of all open invoices, including those not yet due, withhold goods that have not yet been delivered, and return deliveries that have not yet been paid at the customer's expense or withdraw from the contract.

4.6 An agreed security deposit can be replaced by the supplier with a bank guarantee on the net amount.

 

5. Delivery dates and deadlines

 

5.1. Dates and deadlines for deliveries are only binding if they have been expressly confirmed in writing by the supplier. Compliance with this presupposes that the purchaser has fulfilled his contractual obligations and made agreed advance payments or that he has fulfilled other agreed obligations to perform in advance and to cooperate. If the above requirements are not met, the delivery times will be extended accordingly.

5.2. If the supplier is in default due to his fault and has allowed an appropriate grace period to be set by the customer, which must be at least 4 weeks, to pass, the customer has the right to withdraw from the contract. Claims for damages can only be made in the 9. certain conditions of these conditions are asserted. At the supplier's request, the purchaser is obliged to declare within a reasonable period of time whether he will withdraw from the contract due to the delay in delivery or insist on delivery.

5.3 The delivery period is extended appropriately if unforeseeable obstacles arise for the supplier or his sub-suppliers, e.g. force majeure, official intervention, delays in the delivery of energy, lack of means of transport, strikes and lockouts.

 

6. Shipping, transfer of risk

 

6.1 Shipment takes place at the customer's expense and risk at the customer's address, unless expressly agreed otherwise in writing. In the absence of other agreements, the supplier chooses packaging, shipping route and shipping method.

6.2 The customer bears the costs for packaging. If reusable packaging is made available on loan, the return delivery to the supplier must be made free of charge. Damaged reusable packaging will not be taken back. The purchaser is obliged to reimburse the supplier for the costs of replacing the damaged work, provided the damage occurred after the transfer of risk.

6.3. The risk passes to the purchaser when the goods are handed over to the carrier. This also applies to postage paid deliveries, collection by the customer and in factory transport. Insurance against damage of any kind will only be taken out on request and for the customer's account.

6.4. Delivered items, even if they are defective, must first be accepted by the customer regardless of existing warranty claims.

6.5. If shipping or delivery is delayed at the request of the purchaser, the supplier can, starting one month after notification of readiness for dispatch, charge storage fees amounting to 1% of the net price of the stored goods for each started month. The customer reserves the right to prove that no or lower storage costs have arisen. The supplier reserves the right to prove and claim higher storage costs.

 

7. Retention of title

 

7.1 The delivered goods remain the property of the supplier until all claims from the business relationship between the supplier and the customer have been paid in full. The customer is entitled to resell the reserved goods in normal business transactions. In the event of a resale on credit, the customer is obliged to secure the rights of the supplier. Pledging or transfer by way of security is not permitted without the express consent of the supplier.

7.2. Extended retention of title applies. The customer assigns his claims from the resale of the reserved goods to the supplier, the supplier accepts the assignment. Regardless of the assignment and the right of collection of the supplier, the purchaser is entitled to collection as long as he fulfills his obligations towards the supplier and / or does not fall into financial impairment. At the request of the supplier, the purchaser must provide him with the information required for collection about the assigned claims and notify the debtors of the assignment.

7.3 If the goods subject to retention of title are processed or processed, the supplier is deemed to be the manufacturer and acquires ownership of the intermediate and finished products. If the customer acquires sole ownership of the new item when combining, mixing or blending the reserved goods with other goods, the contracting parties agree that the buyer grants the supplier co-ownership of the item in the ratio of the value of the reserved goods. In all cases, the customer stores the new item free of charge for the supplier. The rules for resale (section 7.2 of these conditions) apply accordingly to the value of the reserved goods.

7.4. The purchaser must immediately inform the supplier in writing about the enforcement measures of third parties in the goods subject to retention of title or in the claim assigned in advance by handing over the documents necessary for the intervention .

7.5 The supplier undertakes to release the securities to which he is entitled in accordance with the above provisions at his choice and at the request of the customer insofar as the value exceeds the claims to be secured by 10%.

7.6. The customer is obliged to properly store the reserved goods and to insure them against theft, breakage, water and other damage at his own expense. The coverage of the insurance to be taken out and held by the supplier must cover at least the value of the reserved goods. The insurance claims are deemed to have been assigned to the supplier in the amount of the value of the reserved goods.

7.7. The supplier is entitled to withdraw from the contract in the event of a breach of duty on the part of the customer, in particular in the event of a delay in payment, after the unsuccessful expiry of a reasonable period set for the customer and take back the goods subject to retention of title. The statutory provisions on the dispensability of setting a deadline remain unaffected. The purchaser is bound to the publishing.

7.8. The supplier reserves his property rights and copyrights to cost estimates, drawings and similar documents. They may not be made accessible to third parties.

7.9 If a retention of title cannot be agreed for deliveries abroad with the same effect as in German law, but the reservation of other rights to the delivery item is permitted, the supplier is entitled to these rights. The customer has to cooperate in every respect.

 

8. Material defects

 

8.1. If there is a defect, the supplier will either deliver or improve the replacement. Replaced parts become the property of the supplier. If the supplier allows an appropriate grace period to be set by the purchaser without eliminating the defect or if the rectification or replacement delivery fails twice, the purchaser can withdraw from the contract or reduce the remuneration. If only a part of the delivery is defective, the customer is only entitled to withdraw from the contract with regard to the defective delivery, unless the partial delivery cannot be used by him.

8.2. Claims for defects become statute-barred 12 months after the transfer of risk. This does not apply insofar as the law stipulates longer periods in accordance with §§ 438 Paragraph 1 No. 2 (buildings and things for structures) and 634a Paragraph 1 No. 2 (construction defects) BGB and in all cases the No. 9. of these conditions.

8.3. Obvious defects must be reported in writing immediately, but at the latest within 10 days after receipt of the delivery, in accordance with Section 377 (1) HGB. Defects that are not obvious must be reported in writing immediately after discovery. Otherwise the delivery is considered to have been made properly. Further investigation u. Notification obligations according to §§ 377/378 HGB remain unaffected.

8.4 Returns of goods require a mutual agreement. The purchaser is liable for damage on the return transport, unless he has taken the care necessary for the correct return.

8.5. No warranty is assumed for defects caused by non-observance of the supplier's regulations, generally recognized technical rules or the manufacturer's regulations on installation, commissioning or use or unsuitable or improper use, or which are based on natural wear and tear. Warranty claims are also excluded if the customer or a third party makes changes or repair work without the prior consent of the supplier or if the defect is based on the use of deliveries from the customer, unless the defect is not causally related to the changes / repair work or Supplies. The same applies if the cause of the defect was not yet available at the time the risk passed.

8.6. Further claims of the customer against the supplier and his vicarious agents are excluded, in particular a claim for compensation for damage that has not arisen on the delivery item itself and for consequential damage. This does not apply in the cases of para. 9 of these conditions.

8.7. The above regulations apply accordingly to defects that have arisen through advice or in the context of other contractual ancillary obligations, in particular instructions for the operation and maintenance of the delivery item.

 

9. Liability

 

9.1. Unless otherwise stipulated in these conditions, the supplier shall only be liable for damages and reimbursement of futile expenses due to the violation of contractual or non-contractual obligations only a) without limitation of the amount of damage for damages caused by intent or gross negligence on the part of the legal representatives, the executive staff or the vicarious agents of the supplier, which are caused by serious organizational fault caused by injury to life, limb or health or in the context of the assumption of a guarantee or a procurement risk, b) limited to the damage caused by the contractually stipulated Use of the goods is typical and foreseeable, for damage resulting from culpable violation of essential contractual obligations, the fulfillment of which enables the orderly execution of the contract in the first place and the compliance of which the customer can regularly rely on (so-called. Cardinal obligations), unless there is willful intent or gross negligence on the part of the legal representative, the managerial staff or vicarious agents of the supplier or liability for injury to life, limb or health or the assumption of a guarantee or a procurement risk. The above regulation does not involve a change in the burden of proof to the detriment of the customer.

9.2. Statutory liability due to malice or personal injury (e.g. according to the Product Liability Act) remains unaffected by the above regulations.

 

10. Molds, tools, sales documents

 

10.1. The customer bears the costs for the production, procurement, modification, repair or provision of production molds and tools. The ownership of such molds and tools and the associated copyrights remain with the supplier even after payment. This does not apply if the customer provides his own production forms or tools for executing his order without the supplier having changed them significantly.

10.2 The supplier undertakes to only use the customer's production forms and tools, unless the supplier has changed them significantly, to execute his orders.

10.3 The supplier undertakes to keep the production molds and tools paid for by the customer ready for natural wear and tear, but at the longest for a period of 2 years after the last delivery.

10.4. All sales documents, such as catalogs, sample books, price lists, etc. that have come into the possession of the customer remain the property of the supplier and must be returned to the supplier on request.

 

11. Property rights

 

11.1. The supplier is responsible for ensuring that the delivery is free of third party industrial property rights and copyrights. If a third party asserts legitimate claims against the customer due to the violation of property rights by deliveries made by the supplier and used in accordance with the contract, the customer shall inform the supplier immediately in writing. The customer may not voluntarily acknowledge the claims of third parties. The customer will support the supplier to the best of his ability and to the extent reasonable in the judicial and extrajudicial exercise of rights. The supplier will, at his option, either fend off or satisfy the claim or exchange the services concerned for equivalent services that comply with the contractual provisions if this is reasonable for the customer. If a remedy within the meaning of the above regulations is not possible with reasonable effort, the supplier will reimburse the customer the price paid, taking into account an appropriate usage fee. In this case, the customer is obliged to return the services to the supplier as far as possible. Further claims by the customer are excluded. The regulations in para. 9. of these conditions apply accordingly. If the customer does not act in defense against third party claims due to the violation of property rights in agreement with the supplier and in accordance with the above regulations, the supplier is released from the above obligations. The same applies if the claims of third parties are based on the fact that the customer changed the services of the supplier or used them under conditions other than those contractually agreed.

11.2. The customer is responsible for ensuring that the execution of the order placed by him based on his own regulations for shapes, colors, sizes and weights does not interfere with third party property rights. In the event of any claims by third parties, he releases the supplier and has to compensate him for any damage that may have arisen. If the supplier is prohibited from manufacturing or delivering by a third party based on a protective right belonging to him, the supplier is entitled to stop the work without checking the legal situation. Insofar as the supplier is aware of third party property rights that are obviously violated by the delivery, he shall inform the customer of this.

11.3 All documents provided by the supplier in connection with the order may not be reproduced or made accessible to third parties without the supplier's consent. Property rights and copyrights belong exclusively to the supplier.

 

12. Place of performance, place of jurisdiction

 

12.1 The place of performance for all deliveries and payments is the place of business of the supplier. The place of jurisdiction for all disputes arising from the contractual relationship is the local and factually competent court for the supplier, insofar as the customer is a merchant or legal person under public law or a special fund under public law. The supplier can also sue at the customer's headquarters.

12.2. The law of the Republic of Austria applies exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

13. Confidentiality, data protection

 

13.1 The customer undertakes to treat all objects and information that are received or become known to the supplier before or during the execution of the contract, which are legally protected or contain business or trade secrets or are designated as confidential, confidentially, even beyond the end of the contract, unless , they are publicly known without breach of confidentiality. The customer stores and secures these objects and information in such a way that access by third parties is excluded. In particular, the purchaser assures that confidential information will not be made available to third parties in any other form and will take all reasonable precautions to prevent third parties from accessing confidential information.

13.2 The supplier collects, processes and uses for the purpose of executing the contract in accordance with Art. 6 Para. 1 lit. b) the EU General Data Protection Regulation, if applicable, personal data of employees and representatives of the customer and observes the provisions of the EU General Data Protection Regulation and the Federal Data Protection Act.

 

14. Binding nature of the contract, in writing

 

14.1 Should individual provisions of these General Terms and Conditions be or become wholly or partly ineffective, or should there be a gap in these General Terms and Conditions, this shall not affect the validity of the remaining provisions. Instead of the ineffective provision, the provision that corresponds to the meaning and purpose of the ineffective provision is deemed to be agreed. In the event of a loophole, that provision is deemed to be agreed which corresponds to what would have been agreed between the parties according to the spirit and purpose of the contract, had the matter been considered from the outset.

14.2 Any change or addition to the contract between the purchaser and the supplier must be in writing to be effective. The written form requirement agreed herewith can only be effectively lifted or changed if the written form is adhered to. There are no verbal agreements.

 

As of January 2020