Terms and conditions
General Terms and Conditions of Contract and Delivery of All4Hair by Top Hair GmbH (businessmen)
Date: 14.03.2012
§ 1 Legal nature of contracting party, exclusion of consumer transaction
(1) The present contract is concluded for commercial acquisition of commodities between businessmen, public-law entities or public-law funds within the meaning of § 310 sub-section 1 German Civil Code.
Purchaser engages to prove its commercial activity (e.g. presentation / copy of a trade licence). If this is not proven, Purchaser irrevocably waives claiming rights based on the fact that it does not trade
commercially or does not acquire the object of purchase for commercial purposes. If Purchaser deceives Vendor about being a businessman, this shall entitle Vendor to contestation and claim of damages.
Purchaser expressly declares not being a consumer within the meaning of § 13 German Civil Code and also not undertaking a consumer transaction.
(2) These terms of sale shall also apply to all future transactions between the contracting parties to the extent that they are legal transactions of a related nature.
§ 2 Quotation and conclusion of contract
(1) An order shall be deemed a binding quotation pursuant to § 145 German Civil Code. We can accept it within two weeks. Acceptance can be implicit by dispatch or request for payment..
(2) Insofar there has been information on the availability while ordering, (e.g. using a traffic light symbol on the internet), these are nonbinding, daily updated information which will be updated Monday till
Friday at night. This is no guarantee or whatsoever of availability, particularly because of the possibility commercial bulk orders.
(3) The minimum order amount shall be £42,50 net invoice amount of the currently valid All4Hair price exclusive of surcharges/rebate in kind & dispatch costs ex warehouse Neusäß. From a net invoice value of the
currently valid All4Hair price exclusive of surcharges/rebate in kind and dispatch costs of £125, delivery shall be franco domicile within Germany, without service costs and without COD charges, apart from
which £8,50 shall be charged for postage, packaging and service per order. As a deviation herefrom, articles of furnishing such as chairs, washing systems, hoods etc. can only be acquired and supplied against
advance payment plus transport costs and ruling out our rebate actions. Deliveries abroad shall only be against advance payment. Apart from objects of furnishing, chairs, washing systems, deliveries abroad shall
be free of dispatch costs from a net invoice value of £300 of the currently valid All4Hair price exclusive of sur-charges/rebate in kind and dispatch costs, as far as the carrier doesn´t charge extra costs
due to the point of delivery (e.g. special handling costs) or customs duty. Dispatch costs upon request.
(3) Delivery while stocks last, errors and errata excepted.
§ 3 Purchase price and payment
(1) The prices stated overleaf are fixed prices ex warehouse exclusive of packaging and dispatch costs plus Value Added Tax valid at the time in question. The All4Hair price valid on the date of dispatch shall be charged.
(2) To the extent not regulated differently below or by a separate written agreement, our deliveries shall exclusively be by COD or advance payment and also by credit card, immediate bank transfer or PayPal for
Internet orders in our web shop. The purchase price shall be due for payment immediately in COD and advance payment. Reimbursement for collection shall not be granted. Additional costs on the basis of specific
dispatch wishes or rejection of acceptance of COD shall be charged to Purchaser.
(3) Price increases of the manufacturers or on account of increased wage, material and sales distribution costs may be passed on with delivery periods of more than three months. Costs of packaging and transport can be charged separately by us.
(4) Deduction of rebates shall only be admissible with our prior written approval. Our prices shall be understood net/net, rebates and discounts already taken into account.
(5) Apart from COD or cash payment, the purchase price shall be paid onto the following account within five days of receipt of the invoice, albeit no later than taking possession by Purchaser or its vicarious agent:
Account owner: All4Hair by Top Hair GmbH, Bank: HypoVereinsbank Augsburg, Sort code: 720 200 70, A/C no.: 321664458.
(6) If the manufacturer cannot supply the agreed commodities and Vendor is not answerable, the parties declare that the purchase agreement becomes ineffective. Advance payments already made shall be reimbursed free of interest,
further rights (e.g. claims to damages) shall not accrue to Purchaser.
(7) Default interest shall be charged at 8 percentage points above the basic rate of interest at the time (§ 247 German Civil Code) p.a.. The right to claim higher damages shall remain reserved.
§ 4 Bindingness, delivery period
(1) Deliveries shall exclusively be by COD, payment in advance or by credit card, PayPal or Sofortüberweisung (web shop) ex warehouse Neusäß to the extent not expressly agreed to the contrary in writing.
(2) Orders of shelving goods that we receive on Monday till Friday until 12:00 am will be brought to shipping the same day on normal course of business, otherwise the next day (except Saturday). If we cannot deliver all or some ordered
goods within 5 days, we will inform you immediately of the lack of availability and the expected time for delivery in case we will reobtain the product.
(3) To the extent stated on the invoice in individual cases (e.g. furniture), Purchaser acknowledges that the commodities have been manufactured individually as requested by Purchaser. The individuality of the commodities manufactured
rules out withdrawal by Purchaser following receipt of a down-payment. Subject to quicker delivery, the delivery period can be 8 to 15 weeks.
(4) If advance payment has been agreed, the order shall only be binding for us if the invoice amount is credited after no more than five weekdays. If the invoice amount does not reach us 15 days after receipt of a reminder, we can withdraw from the contract.
(5) In arrears in acceptance or culpable breaches of involvement duties, Vendor shall be entitled to demand indemnification of the damages and additional expenditure incurred. In arrears in acceptance or culpable breaches of
involvement duties, the risk of chance destruction or chance deterioration shall pass to Purchaser at the time of the arrears.
(6) As damages on account of non-performance, 25% of the purchase price shall accrue to Vendor as a lump-sum for costs and loss of profits. Proof of lower damage shall be reserved for Purchaser, the right to claim higher damage reserved for Vendor.
§ 5 Offset, right of retention, liability
Purchaser shall only be entitled to offset with legally effective or undisputed counterclaims. A right of retention shall only accrue to Purchaser if its counterclaim is based on the same contractual relationship. We shall only be liable for
malice aforethought and gross negligence except for injuries to life, limb or health.
§ 6 Passage of risk in dispatch
(1) Purchaser shall have the right to collect the commodities at the warehouse in Piechlerstr. 18 in 86356 Neusäß following prior agreement of an appointment.
(2) In dispatch, we fulfil our contractual duties with hand-over to the freight forwarder (e.g. haulier, post office). Risk of chance destruction or chance deterioration of the commodities shall pass to Purchaser with said hand-over. This
shall apply regardless of whether dispatch of the commodities is from the place of performance or who bears the freight charges.
§ 7 Right of retention (extended right)
(1) Vendor reserves ownership of the commodities including all and any rebate in kind granted until complete payment of all claims from the business relationship with Purchaser. These claims shall also include all and any delivery/storage
costs incurred. This shall also apply to all future deliveries from contracts concluded with Purchaser simultaneously or later. Vendor may take the commodities back if Purchaser's conduct is in breach of contract.
(2) Purchaser shall be obliged to treat the commodities carefully until passage of ownership and to insure it at the new value against theft, fair and water damage at its own expense. Before passage of ownership, Vendor shall be notified in
writing without delay if the commodities are seized or subjected to other interventions by third parties. If the third party is not in the position to reimburse Vendor for the judicial and extra-judicial costs of initiation of proceedings
pursuant to § 771 Code of Civil Proceedings, Purchaser shall be liable for the losses incurred.
(3) Purchaser may resell the conditional commodities in normal business dealings. Purchaser here and now assigns the customer's receivable from the sale of the conditional commodities to Vendor to the amount of the agreed final invoice amount
(including Turnover Tax). Purchaser shall remain entitled to collection of the claim even after the assignment. Our power to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as Purchaser
complies with its payment duties from the yield achieved, is not in arrears in payment, no application for the opening of insolvency proceedings has been made or cessation of payments exists.
§ 8 Warranty claims
(1) To the extent that §§ 1 et seq. German Commercial Code are relevant, Purchaser's warranty rights shall presuppose provable, proper implementation of the examination and notification rights owed according to § 377 German Commercial Code.
Commodities not giving rise to complaint shall be deemed accepted, § 377 II German Commercial Code.
(2) Complaints about the delivered commodities, whatever the nature, shall only be taken into account if they are notified to us in writing no later than one week after the receipt of the commodities or the invoice.
(3) Purchase shall prove defects in quality. Furniture, electrical devices and other objects of furnishing shall be unpacked, installed and commissioned exclusively by trained personnel specifically qualified for this in order not to forfeit
claims from warranty, damage and compensation for injuries suffered. Claims from defects shall be barred by limitation no later than 12 months after passage of risk. Before all and any return of the commodities, our written approval shall be
obtained. Returns without our approval shall not be reimbursed, offset, sent back or kept. We shall be entitled to reject acceptance. Manufacturer's independent guarantee promises shall remain unaffected.
(4) Commodities expressly designated as "second-hand" can manifest signs of use. Commodities designated as "second-hand" shall be sold excluding all and any warranty. This shall not cover claims to damages against Vendor on account of physical
injury and malice aforethought.
(5) If commodities manifest a defect already existent at the time of passage of risk despite due care, Vendor shall, at its choice and subject to notification of defects in good time, supply replacement, take the commodities back against reimbursement
or rework them. Vendor shall always be granted the opportunity to subsequent performance within a suitable period. Claims to restitution shall remain unaffected. If subsequent performance fails, Purchaser can withdraw from the contract or reduce the price,
notwithstanding possible claims to damages.
(6) Claims from defects shall not exist in cases of inconsiderable deviation from the agreed properties, inconsiderable impairment of the usefulness, with normal wear and tear and damage occurring following the passage of risk as a result of defective or
negligent treatment, excessive strains or as a result of specific external influences. If maintenance work or amendments are done improperly by Purchaser or third parties, no claims from defects shall accrue for them and for consequences resulting therefrom.
Over and above this, no claims to damages shall accrue against Vendor except for malice aforethought and gross negligence.
(7) Purchaser's claims on account of expenditure necessary for the purpose of subsequent performance, in particular transport, travel, work and material costs, shall be ruled out to the extent that they are increased because the commodities supplied have
subsequently been taken to a place other than Purchaser's delivery address, unless this corresponds to their customary use. Purchaser's claims to restitution shall only exist to the extent that Purchaser has not made any agreements with its purchaser
exceeding the dispensable claims from defects urgently provided for by law for parties which are not consumers.
§ 9 Withdrawal and right of retention
(1) Vendor shall be exempted from the obligation to delivery to the extent that it only obtains knowledge of the fact that the manufacturer has ceased production of the commodities or it is made unsuitably more difficult or impossible for it by an official
order, disturbances of transport or operations, uprising, lock-outs, lacks of raw materials and all cases of force majeure after conclusion of the contract. It shall notify Purchaser without delay and reimburse the considerations paid without delay.
A right to withdrawal and retention shall be granted to Vendor if Purchaser has made incorrect statements about the facts concerned with its creditworthiness or insolvency proceedings have been applied for against its assets, unless Purchaser makes
advance payments.
(2) Withdrawal of Purchaser from the purchase contract after receipt of the advance payment by Vendor or after placement of the order for production of the commodities by Vendor with the manufacturer has been ruled out.
(3) In advance payment, Vendor can withdraw from the contract if the invoice amount is not credited to it 15 days after receipt of the invoice by Purchaser at the latest. § 4, (5) shall apply.
§ 10 Place of performance and place of jurisdiction
Place of performance and exclusive place of jurisdiction for all disputes from the present contract shall be the court competent for our registered office Piechlerstr. 18, 86356 Neusäß to the extent that nothing to the contrary results from other written
declarations by Vendor.
§ 11 Rejection of deviating terms / other contractual terms
To the extent that Purchaser's terms of business or other agreements make regulations deviating from the regulations made in the present contract, the agreements made in the present contract shall prevail over the other regulations. We shall only acknowledge
deviating terms and conditions if we have previously expressly confirmed their validity in writing.
§ 12 Agreed law
To the extent admissible, the parties agree that German law shall exclusively be applicable to all disputes arising from and in connection with the present contract. Other sources of law, in particular UN purchase law, are hereby ruled out. To the extent
that the present contract is translated into other languages, the German translation alone shall exclusively be decisive for all disputes from and in connection with the present contract.
§ 13 Requirement of written form and subsidiary provisions
Cancellation, amendment and supplementation of the present contracts or parts thereof shall require written form. Oral subsidiary provisions have not been made. In order to amend the requirement of written form, written form shall likewise be necessary.
§ 14 Separability clause
To the extent that individual provisions of the present contract are invalid, ineffective or unenforceable, the effectivity of the other contractual provisions shall not be affected. In such a case, the parties engage to replace the ineffective provision
by another effective one coming as close as possible to the ineffective or unenforceable provision from a commercial point of view. The same shall apply accordingly if the present contract manifests loopholes.
§ 15 Contracting parties, data protection, miscellaneous
(1) Contracting partners:: All4Hair, proprietor: Top Hair GmbH, Piechlerstr. 18, 86356 Neusäß bei Augsburg.
(2) The data necessary to process the contract shall be stored electronically, processed and, to the extent necessary forwarded to third parties and used for our own advertising, complying with the Federal Data Protection Act. You can challenge use for
advertising purposes at any time. If we delivery against an invoice in an exceptional case, we shall be entitled to make a check of creditworthiness beforehand.
(3) Changes in price reserved, no liability for errata / EDP errors and no legal claims. All prices exclusive of the statutory value added tax valid at the time in question.
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