General Terms and Conditions

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General Terms and Conditions

General Terms and Conditions for ColorLite GmbH,
Am Mühlengraben 1, 37191 Katlenburg-Lindau, Germany

§ 1
General – Scope of Application

1. These terms and conditions apply to all current and future business relationships. These conditions shall be considered accepted upon the acceptance of goods or services at the latest.

2. Customers in the sense of these terms and conditions are companies, natural or legal entities or legally responsible partnerships that enter into business relationships for the carrying out of commercial or independent professional business.

3. Any terms and conditions that contract or differ from these terms and conditions shall not be accepted into this contract even if they are acknowledged. Such terms and conditions are hereby rejected.

§ 2
Commencement of Contract

1. Our offers are non-binding. Technical changes and changes to shape, colour and/or weight within reasonable realms are reserved.

2. By ordering a product, the customer bindingly declares the desire to purchase the ordered product.

We have the right to accept the contractual offer included with the order within two weeks of receipt. This acceptance may be declared to the customer either in writing or by dispatch of the goods.

3. The contract shall commence under the reservation of proper, timely provision by our suppliers. This only applies if the lack of supply is not due to our own fault, especially in the case of a congruent hedging transaction (identical transaction for the purchase of the goods to sell on to the customer) with our supplier.

The customer shall be immediately informed if performance is not available. If applicable, the customer’s reciprocal performance shall be immediately refunded.

4. Delivery dates or deadlines, which may be binding or non-binding, must be confirmed in writing.

5. In the case of delays to delivery and/or performance due to force majeure and due to events that would make delivery considerably more difficult or even impossible – including strike, lockouts, official orders etc, even if these only affect the seller’s supplier or sub-supplier – we shall not be obliged to uphold even binding deadlines and dates. Such circumstances allow us to delay the delivery and/or performance for the duration of the circumstance plus a reasonable start-up period or withdraw fully or partially from the contract due to the unfulfilled portion thereof.

6. If this obstacle lasts for longer than three months, the customer shall have the right to withdraw from the unfulfilled portion of the contract after setting a reasonable deadline. If the delivery time increases or if we are released from our obligation, the customer shall not have any right to damage compensation. We can only appeal to such circumstances if we immediately inform the customer.

7. Insofar as we are responsible for the failure to uphold agreed dates and deadlines or we are in default, the customer has the claim to a default compensation of 0.5% for each completed week of default, up to a total of 5% of the total invoice sum for goods and services affected by the default. Further claims are excluded, unless the default related to gross negligence on our side.

8. We are permitted to make partial deliveries and provide partial services unless the customer is not interested in partial deliveries or partial services.

§ 3
Retention of Ownership

1. We shall retain ownership of the goods until all claims from the ongoing business relationship have been settled in full.

2. The customer is obliged to treat goods with care. Insofar as inspections and maintenance are required, the customer shall regularly carry these out at their own expense.

3. The customer is obliged to immediately inform us of any third party access to the goods, such as any pledging, as well as any damage or destruction of the goods. The customer is obliged to immediately inform any third parties of our ownership. If the third party is not in a position to cover our judicial or extrajudicial costs in relation to this, the customer shall be held liable. The customer must immediately inform us of any change of ownership or change of location relating to the goods.

4. We are permitted to withdraw from the contract and demand the return of the goods if the customer violates the contract, especially in the form of payment default or violation of an obligation as outlined in the aforementioned sections of these provisions.
We shall also be permitted to withdraw in the following cases:

a) if the customer’s creditworthiness is in doubt before the contract is commenced. A lack of creditworthiness also applies in the case of a protested transfer or cheque, the customer’s insolvency or an attempted foreclosure against the customer. This shall still apply if the business relationship between us and the customer is not affected.

b) if the customer submitted incorrect information concerning their creditworthiness and this information is of significance.
c) if goods subject to retention of ownership are sold in any other way than a regular transaction by the customer, especially through a collateral agreement or pledging, except if we have provided written permission.

5. The customer is permitted to sell on the goods as part of a regular transaction. The customer hereby transfers all claims to the sum of the invoice amount resulting from any further sale to a third party. We hereby accept this transfer. After the transfer, the customer is authorised to exercise the claim. We reserve the right to exercise the claim ourselves as soon as the customer does not properly fulfil their payment obligations and is in default.

6. The customer’s processing of the goods shall always take place in our name and on our behalf. If the goods are processed with objects not belonging to us, we shall acquire joint ownership of the new object in proportion to the goods supplied by us in comparison with the other processed goods. The same applies if the goods are combined with other goods not belonging to us.

§ 4

1. The offered purchase price is binding. Unless otherwise agreed, the prices are ex works. For foreign deliveries, the purchase price must be paid in advance. For deliveries within Germany, the payment deadline is 14 days without deduction. Payments are made by transfer to our bank account.

2. The customer undertakes to pay the purchase price within two weeks after receipt of the goods, unless otherwise agreed. After expiry of the agreed period, the customer is in default of payment. During the delay, the customer shall pay interest on the debt amounting to 8% above the base rate of the European Central Bank. We reserve the right to prove and assert a higher damage caused by default.

3. The customer has a right of set-off or a right of retention only if his counterclaims have been legally established or have been recognized by us. The customer can exercise a right of retention only if his counterclaim is based on the same contractual relationship.

§ 5
Transfer of Risk

1. The risk of accidental destruction and deterioration of the goods is transferred to the customer upon handing over of the goods to the courier in the case of delivery or to the freight driver or other agent tasked with delivery.

2. This transfer shall still apply if the customer is in default of acceptance.

§ 6

1. We provide a warranty for defective goods in the form of improvement or replacement at our discretion.

2. If supplementary performance fails, the customer can request a price decrease or withdrawal from the contract. The customer has no right to withdraw from the contract in the case of minor contractual violations, especially minor defects.

3. The customer must inform us of obvious defects within two weeks of receipt of the goods in writing, otherwise warranty claims are excluded. Timely dispatch is sufficient to uphold this deadline. The customer carries the full burden of proof for all claim requirements, especially the defect itself, for the time of establishment and the timely declaration of the defect.

4. If the customer chooses to withdraw from the contract due to a legal or material defect after supplementary performance has failed, the customer shall have no claim to damage compensation relating to the defect. This does not apply if the contract was violated by us maliciously.

5. The warranty shall expire one year from receipt of the goods.

6. Only the product description in the order confirmation, the system descriptions and the product information are agreed as indicators of product quality. Public statements, promotions or adverts do not constitute contractual quality indicators concerning the goods. We shall only be held liable for the product’s suitability for specific purposes if this quality had been expressly guaranteed.

7. If operational or maintenance instructions issued by us or the manufacturer are not observed, if changes are made to the products, parts changed or consumable materials used that do not correspond with the original specifications, all claims relating to product defects shall not apply if the customer does not provide a substantiated statement that these circumstances were caused by the defect and not vice versa.
8. Liability for normal wear and tear is excluded. Defect claims are only available to the direct buyer and are not transferrable.

§ 7
Liability Limitations

1. In the case of violations of obligations within the realms of intent or gross negligence, such as cases of culpable injury of life, body or health, we shall accept liability for all related damages without limitation unless otherwise stipulated by law.
2. In the case of gross negligence of non-managerial staff, our liability for material and asset damages is limited to foreseeable damages typical for the contract.
3. In the case of simple negligence, we shall only be held liable for material and asset damages if significant contractual obligations are violated, and our liability shall be limited to foreseeable damages typical for the contract. Significant contractual obligations are those whose fulfilment is required for the proper fulfilment of the contract and upon which our contractual partner can generally rely and trust.
4. Damage compensation beyond what is regulated above is excluded – regardless of the legal nature of the claim being exercised. This especially applies to tortious acts in accordance with §823 and §831 of the BGB; any applicable unlimited liability in accordance with the provisions of German product liability law shall remain unaffected.

§ 8
Closing Provisions

1. The law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention do not apply.

2. The exclusive place of jurisdiction for all disputes relating to this contract is our headquarters in Katlenburg-Lindau.

3. If individual provisions in the contract with the customer, including these general terms and conditions, are or become wholly or partially invalid, the validity of all remaining provisions shall remain unaffected. The wholly or partially invalid provision shall be replaced with the provision that most closely resembles the aim of the invalid provision. Loopholes must be closed in good faith.

5. There are no verbal agreements or ancillary agreements. Changes to the contract and/or these general terms and conditions must be made in writing. A waiver of this requirement of the written form must also be confirmed in writing.

In case of any doubts, the German original version shall prevail

Valid from: October 2019