AGB B2B
General Terms and Conditions for Contracts with Business Customers / Traders
by
BLUSUN GmbH
Kreuzgasse 23
66954 Pirmasens
Germany
Phone: +49 (0) 6331 – 7256700
E-Mail: info@blusun.shoes
– hereinafter referred to as "Seller" or "we" –
with respect to
business customers within the meaning of § 14 of the German Civil Code (BGB) – hereinafter referred to as "Customer" –
1. Scope
1.1 These General Terms and Conditions apply to all contracts for the delivery of goods between us and business customers, in particular via our B2B portal, by e-mail, telephone, at trade fairs, through commercial agents or by any other means.
1.2 These GTC apply exclusively to business customers. The conclusion of contracts with consumers on the basis of these GTC is excluded.
1.3 Deviating, conflicting or supplementary general terms and conditions of the Customer shall only apply if we have expressly agreed to their validity in text form.
2. Subject Matter of the Contract and Conclusion of Contract
2.1 The subject matter of the contract is the delivery of the goods offered by us.
2.2 Product presentations, catalogues, price lists and information on the B2B portal do not constitute a binding offer, but rather a non-binding invitation to place an order.
2.3 By placing an order, the Customer makes a binding offer to conclude a purchase contract.
2.4 The contract is only concluded upon our order confirmation in text form or upon delivery of the goods.
2.5 The content of the contract is governed by our order confirmation and these GTC.
3. Prices
3.1 All prices are quoted in euros as net prices, plus the applicable statutory VAT and plus shipping, packaging, customs and other ancillary costs, where applicable and unless stated otherwise.
3.2 The prices stated at the time of the order shall apply, unless individually different prices have been agreed.
3.3 Obvious typographical, calculation or transmission errors as well as erroneous price information remain reserved.
4. Payment Terms
4.1 Unless otherwise agreed, invoices are due for payment within 14 calendar days of the invoice date without deduction.
4.2 Deviating payment terms, advance payments, prepayment or other individual payment conditions may be agreed on a case-by-case basis. Such individual agreements, in particular in offers, order confirmations, invoices or other arrangements documented in text form, take precedence over these GTC.
4.3 Payments are only deemed to have been made upon final credit to our account.
4.4 In the event of default, we are entitled to claim statutory default interest, the statutory flat-rate default fee and further damages caused by the default.
4.5 If, after conclusion of the contract, circumstances become apparent that call our claim into question – in particular in the event of payment default, a deterioration in financial circumstances or negative information from credit insurers – we are entitled to carry out outstanding deliveries only against advance payment or security. After the fruitless expiry of a reasonable period, we are entitled to withdraw from the contract.
4.6 The Customer is only entitled to offset if their counterclaims have been established by final judgment, are undisputed or have been acknowledged by us. A right of retention is only available to the Customer insofar as their counterclaim arises from the same contractual relationship.
5. Delivery, Delivery Periods and Transfer of Risk
5.1 Delivery dates and delivery periods are only binding if we have expressly confirmed them as binding in text form.
5.2 Partial deliveries are permitted to the extent that they are reasonable for the Customer.
5.3 Delivery periods shall be extended appropriately in the event of force majeure or other circumstances beyond our control, in particular operational disruptions, shortage of raw materials or energy, transport disruptions, delays at upstream suppliers or official measures.
5.4 If the goods are dispatched at the Customer's request, the risk passes to the Customer upon handover of the goods to the freight forwarder, carrier or other third party designated to carry out the shipment.
5.5 If dispatch is delayed for reasons attributable to the Customer, the risk passes to the Customer upon notification of readiness for dispatch.
6. Retention of Title
6.1 The delivered goods remain our property until all current and future claims arising from the ongoing business relationship have been paid in full.
6.2 The Customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to us the claims arising from such resale up to the amount of the final invoice including VAT.
6.3 The Customer remains revocably authorised to collect the assigned claims for as long as they meet their payment obligations and no insolvency petition has been filed.
6.4 In the event of the Customer's breach of contract, in particular in the event of payment default, we are entitled to demand the return of the goods subject to retention of title in accordance with the statutory provisions.
7. Duty to Inspect and Give Notice of Defects; Rights in Respect of Defects
7.1 The statutory provisions shall apply to material defects and defects of title, unless otherwise stipulated below.
7.2 If the Customer is a merchant, they must inspect the goods immediately upon delivery and notify us of any apparent defects without delay. Hidden defects must be reported immediately upon discovery.
7.3 In the case of justified and timely notified defects, we shall provide subsequent performance at our discretion by way of rectification or replacement delivery.
7.4 If subsequent performance fails or is unreasonable for the Customer, the Customer may reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. Claims for damages are only available within the scope of clause 8.
7.5 Claims for defects do not apply in particular in cases of natural wear and tear, improper use, incorrect storage, improper care or modifications to the goods made by the Customer or third parties, provided that the defect is attributable to such circumstances.
8. Liability
8.1 We are liable without limitation in cases of intent or gross negligence, in cases of culpable injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz) and to the extent of expressly assumed guarantees.
8.2 In the event of a slightly negligent breach of material contractual obligations, our liability is limited to the foreseeable damage typical for this type of contract.
8.3 Material contractual obligations are those whose fulfilment is essential to the proper performance of the contract and on the observance of which the Customer may regularly rely.
8.4 Any further liability on our part is excluded.
8.5 The foregoing limitations of liability also apply in favour of our legal representatives, employees and vicarious agents.
9. Returns and Take-Backs
9.1 Business customers do not have a statutory right of withdrawal.
9.2 Returns, exchanges, goodwill take-backs or take-backs of defect-free goods require our prior consent in text form.
9.3 In the event of an exceptionally agreed take-back, we may charge a reasonable handling and restocking fee. The costs of return shipping shall be borne by the Customer unless expressly agreed otherwise.
10. Intellectual Property Rights and Confidentiality
10.1 We reserve all ownership, trademark and copyright in samples, illustrations, drawings, calculations, product data, catalogues and other documents.
10.2 Such documents may not be made available to third parties without our prior consent, unless they are obviously intended for onward distribution in the course of sales activities.
10.3 The Customer undertakes to treat confidentially any non-obvious commercial and technical information that becomes known to them in the course of the business relationship.
11. Place of Performance, Jurisdiction and Applicable Law
11.1 The place of performance for deliveries and payments is, to the extent permitted by law, our registered office in Pirmasens.
11.2 If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is our registered office in Pirmasens. We are, however, also entitled to take legal action against the Customer at their general place of jurisdiction.
11.3 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
12. Final Provisions
12.1 Individual agreements with the Customer take precedence over these GTC.
12.2 Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.