General Terms and Conditions of Sale, Delivery and Payment
(1) General Terms
All contracts concluded by GIRLOON GmbH & Co. KG (hereinafter referred to as GIRLOON) are based on the following general terms and conditions.
(2) Offers, Orders and Confirmations
Any confirmation of order, additions made by telephone, telegraphically or verbally, as well as any modifications or collateral agreements to contracts, must be made in writing in order t come into effect.
(3) Delivery Periods
Any dates of delivery stated are only approximate and not legally binding. GIRLOON is entitled to carry out part shipments/ consignments provided this does not impair the special interests of the recipient. GIRLOON is entitled to invoice part shipments/ consignment separately. Delivery periods which have already been agreed upon may be extended if the delivery cannot be executed appropriately due to a strike, lockout or shutdown of any kind.
The dispatch of the goods has to be carried out at the cost and risk of the customer. This also applies if GIRLOON takes over the free-of-charge delivery to a specific destination.
(5) Terms and Date of Payment
The declaration of payment terms in the invoice does not allow a deferment of payment. A delay of payment is given if the customer does not pay within a period of 30 days after receipt of the invoice. An offset against counterclaims is not possible unless the respectiv counterclaim is titled or otherwise accepted by GIRLOON.
(6) Retention of ownership
The delivered goods remain the property of GIRLOON until all claims of GIRLOON against the respective customer have been completely fulfilled, no matter what the legal reasons for these claims may be. The integration of delivered goods into the buildings or mobile objects of the customer does not mean that the ownership is transferred to the customer. The customer is permitted to dispose of the goods subject to a reserved ownership (hereinafter referred to as conditional goods) within usual and correct business transactions only. The conditional goods may neither be pledged nor may ownership be transferred as a security. Should the customer sell the conditional goods, he has to reserve the proprietary rights for GIRLOON. Any processing of conditional goods by the customer takes place for GIRLOON, who remain the proprietor or acquire the co-proprietorship of the new object in connection with or the processing of the goods, in relation of the value of the conditional goods to the other processed objects. In case the conditional goods have been attached in any way, the customer is obliged to inform GIRLOON immediately. Any future claims resulting from a possible sale of the conditional goods have to be transferred to GIRLOON, which will be accepted by GIRLOON. This transfer of claims also applies for claims in connection with a further processing of the conditional goods. The extent of the transfer corresponds to the value of the conditional goods in relation to the total claim of the customer. The customer is entitled to collect the transferred claims within his usua business transactions and to make use of the proceeds, provided his obligations to GIRLOON are settled without delay and GIRLOON has not revoked the authorisation. The customer is obliged to inform GIRLOON about all circumstances in connection with the resale or further processing to ensure the enforcing of claims by GIRLOON.
(7) Warranty and Claim for Damages
A warranty is granted under consideration of the legal rules and regulations. In case of contracts concluded with companies and merchants, the warranty period will be reduced to one year, unless an incorrect behaviour on the part of the seller is given, such as: - intentional tort - malicious silence with regard to a defect - warranty of a defectless quality GIRLOON is entitled to replace any article of defective quality with a corresponding defectless one, observing the usual terms of delivery. The customer may only claim damages if the cause can be proven to be gross negligence on the part of GIRLOON, or a wilful act. A notification of defects and complaints regarding the quality of the goods will only lead to warranty claims if these are stated in writing within 8 (eight) days, at the latest, after the goods have been delivered to the destination and before any further processing has started, and it has to include a detailed description of the individual claimed defects. A notice of defects acc. to § 437 BGB (except for claims for a reduction of purchase price) is not possible if the customer allows a further processing of the goods although having knowledge of the defects, or faulty delivery, or obvious defects, and thus a return of the delivery is excluded due to the impaired quality of the goods. This is not valid in case of malicious silence with regard to the defect on the part of the seller or if he has granted a warranty regarding the defectless quality of the articles. In case of a defective delivery and a corresponding complaint in due time, GIRLOON is entitled to supply goods free of faults, concurrent with the return of the defective goods, within an appropriate time limit in order to fulfill the contractual stipulations. Minor, technically unavoidable deviations in quality, colour, width, design and weight of the equipment do not give reason for any warranty claims unless a concrete quality has been guaranteed and agreed upon. Here the DIN standards as they are usual for carpet processing are valid. We have to point out that permanent shadings in velours coverings do not give reason for any warranty claims since such shadings do not impair the quality of use, and they are not related to the material or construction.
(8) Place of Fulfillment and Jurisdiction
Place of jurisdiction for any claims resulting from this contract, concluded with merchants, companies and foreign contract partners, is Rheda-Wiedenbrück (Germany).