§ 1 General Information
(1) The following General Terms and Conditions of Business shall apply to all orders for merchandise from Fine Decor GmbH, Am Niedermeyers Feld 8, D-33719 Bielefeld. Other or more specific conditions of the purchaser shall only apply if agreed in writing by Fine Decor GmbH prior to delivery of the merchandise. The merchandise offered by Fine Decor GmbH is restricted to PET and PVC furniture foil and processed products for similar applications. (2) The laws of the Federal Republic of Germany shall apply to all claims arising out of or in connection with the purchase of merchandise from Fine Decor GmbH. Should the laws of Germany not apply, the UN Convention on Contracts for the International Sale of Goods (CISG) (11/04/1980), as amended, shall apply. Place of jurisdiction for all civil actions shall be Bielefeld. In the event of a legal dispute before a foreign court, the purchaser shall be obliged to bear the costs of the legal dispute, in particular the legal costs incurred by Fine Decor GmbH, in accordance with the proportion of the costs of proceedings that they are ordered to pay as losing party.
§ 2 Conclusion of the Contract, Terms of the Contract
(1) On request by the purchaser, Fine Decor GmbH provides a non-binding quotation for the desired merchandise. The quotation shall contain the anticipated delivery date/anticipated deadline for delivery in calendar weeks, quantity, articles, quality, prices of the furniture foil, term for payment and – subject to agreement – shipping costs and any import/export duties due to be paid by the purchaser or Fine Decor GmbH. The purchaser shall order the furniture foil on the basis of the quotation, the samples as viewed, the agreed product pass, the valid price list of Fine Decor GmbH applicable at the time, or any other written agreements. The purchaser shall precisely specify the type of furniture foil and the quantity, colour and any other specifications when placing the order. Fine Decor GmbH shall, in the first instance, take receipt of the purchaser’s order for the merchandise submitted by email, telephone or fax. The contract of sale shall come into effect when the order-specific written confirmation of the order by Fine Decor GmbH is subsequently sent to the purchaser. Block orders are permitted. (2) The order confirmation shall contain the anticipated delivery date/anticipated deadline for delivery in calendar weeks, quantity, articles, quality, prices of the ordered merchandise, term for payment and – subject to agreement – shipping costs and any import/export duties due to be paid by the purchaser or Fine Decor GmbH. Unless an alternative price agreement is concluded in writing in the quotation and order confirmation in advance, it shall be deemed that the price for the furniture foil applicable at the time of the order, as stated in the valid price list of Fine Decor GmbH for the ordered merchandise, is agreed. Retrospective changes to the terms of the contract shall only be permitted if agreed to by both parties, and shall only become binding when confirmation of the amended order has been sent.
§ 3 Delivery, Transfer of Risk
(1) Fine Decor GmbH shall deliver the furniture foil ordered within the Federal Republic of Germany on request by the purchaser – unless agreed otherwise between the two parties – at the expense of the purchaser, using a transport agent of Fine Decor GmbH's choice, ex works or carriage paid. The purchaser shall receive a confirmation of dispatch in this regard by fax or email on the day of dispatch at the latest. Fine Decor GmbH shall not be obliged to use a special form of delivery for the purchaser. Place of performance shall be the place of business of Fine Decor GmbH. The merchandise shall be shipped without insurance in all cases, unless the parties have concluded a written transport insurance agreement or Fine Decor GmbH has voluntarily taken out regular transport insurance. The risk of accidental destruction, damage, deterioration in quality, unlawful dispossession by a third party, seizure or other reasons for the loss or deterioration of the ordered furniture foils shall pass to the purchaser as soon as the merchandise is handed over to the transport agency contracted by Fine Decor GmbH. (2) Clause 1 shall apply mutatis mutandis to cross-border shipments of merchandise. In addition, the merchandise can also be delivered to the purchaser by ship or air freight, at the purchaser's expense, if required and agreed to in writing with the purchaser. (3) If the purchaser personally collects the merchandise at the place of business of Fine Decor GmbH, the risk of accidental destruction, damage, deterioration in quality, unlawful dispossession by a third party, seizure or other reasons for the loss or deterioration of the ordered furniture foils shall pass to the purchaser as soon as the merchandise is handed over to the purchaser or his transport agency.
§ 4 Time of Delivery/Delivery Dates, Deadlines for Delayed Delivery, Delay in Delivery
(1) The delivery dates and deadlines for delivery quoted in the quotation and order confirmation are fundamentally non-binding. Any alternative shall only be valid if agreed in writing. Fine Decor GmbH shall be entitled to exceed the delivery date or the deadline for delivery by two (2) weeks and deliver the merchandise within this deadline for delayed delivery. In the event of force majeure, industrial action, government order or other disruptions to business of at least one (1) week which are beyond our control, the deadline for delivery or the delivery date shall be further extended for the period of the hindrance, but for no longer than four (4) weeks at the most. (2) Fine Decor GmbH shall be entitled to withdraw from the contract with the purchaser after the expiry of the deadline for delayed delivery if the delay in delivery up to that point was due to force majeure, non-delivery by suppliers to Fine Decor GmbH for which Fine Decor GmbH cannot be held responsible, or any other hindrance to performance by Fine Decor GmbH for which Fine Decor GmbH cannot be held responsible. The purchaser shall not be entitled to any claims for damages in the aforementioned cases. (3) In the event of a delay for which Fine Decor GmbH is responsible, the purchaser shall be entitled, in addition to the delivery, to claim compensation for damage only in case of intent or gross negligence on the part of Fine Decor GmbH. The purchaser shall not be entitled to make any claims for damages due to a delay in delivery before the deadline for delayed delivery in accordance with clause 1 has expired.
§ 5 Warranty, Reporting of Defects
(1) It is herewith agreed between Fine Decor GmbH and the purchaser that the supplied furniture foils shall comply with the tests set out in the applicable article pass as the quality standard. Public statements by Fine Decor GmbH or the manufacturer of the furniture foils which are sold, in particular in advertising, shall not constitute additions to the contractually agreed qualities of the furniture foils. (2) The warranty rights of the purchaser shall not apply to insignificant deviations from the contractually agreed qualities or insignificant impairment of usability. The purchaser shall be obliged to inspect the delivered merchandise as soon as possible for defects and for any deviations in the delivery quantity. The deadline for inspections for recognisable defects in the merchandise pursuant to Section 377 (2) of the German Commercial Code (HGB) shall be one (1) week starting from the date of receipt of the furniture foil by the purchaser. If the purchaser discovers a defect, this must be reported to Fine Decor GmbH by fax or email within three (3) days at the latest or no later than ten (10) days after the delivery of the merchandise. The deadline for inspecting for deviations in the delivery quantity shall be five (5) days starting from the receipt of the furniture foil by the purchaser. If the purchaser discovers a deviation in the delivery quantity, this must be reported to Fine Decor GmbH by fax within one (1) day at the latest, or no later than six (6) days after the delivery of the merchandise. The purchaser shall be obliged to report hidden defects or underdeliveries to Fine Decor GmbH by fax or email within three (3) days after discovery of the defect or underdelivery at the latest. (3) The following warranty rights with respect to Fine Decor GmbH shall be preserved by sending the written report of the defects in good time. (4) With regard to defects in the ordered merchandise, the purchaser shall be entitled to the warranty rights in accordance with the statutory regulations. Fine Decor GmbH shall only be liable to the purchaser for financial loss due to defects in case of intent or gross negligence or in case of the infringement of a fundamental contractual duty. In these cases, Fine Decor GmbH's liability shall be limited to foreseeable damage typical of the contract concerned when the contract was concluded. The purchaser's rights of recourse against Fine Decor GmbH pursuant to Section 478 of the German Civil Code (BGB) shall be excluded if Fine Decor GmbH has granted the purchaser a reduction or discount. The warranty rights of the purchaser shall expire 12 months after the delivery of the merchandise unless the defect was fraudulently concealed or is covered by a separate guarantee for the qualities of the product.
§ 6 Returns
Rücksendungen aller Art bedürfen zur ordnungsgemäßen Abwicklung der frühzeitigen Ankündigung und vorherigen schriftlichen Abstimmung mit der Fine Decor GmbH, damit diese die nötigen Vorkehrungen treffen kann. Besteht keine Gewährleistungsverpflichtung der Fine Decor GmbH, so trägt der Käufer die Kosten und Gefahr des Versandes. Für das Vorliegen eines Gewährleistungsfalles ist der Käufer beweispflichtig.
§ 7 Invoicing, Terms of Payment
(1) The purchaser shall be sent an invoice no later than one working day after delivery of the merchandise. The purchase price shall be due for payment within the agreed term for payment, as stated in the quotation and the order confirmation of Fine Decor GmbH. If the terms for payment stated in the quotation and the order confirmation differ, the term for payment in the order confirmation shall be deemed to have been agreed. If the parties to the contract have not agreed a term for payment in writing, payment shall be due from the purchaser within 11 days after submission of the invoice. Fine Decor GmbH shall be entitled to deliver the merchandise subject to prepayment if: 1. the purchaser has to date concluded fewer than three contracts of sale with Fine Decor GmbH (new customer) and does not have valid or sufficient credit insurance; 2. the purchaser has exceeded his credit insurance amount, or; 3. there is no credit insurance for the purchase price receivables due to Fine Decor GmbH from the purchaser. (2) Discounts on the gross invoice amount or other price reductions shall only be granted if this was agreed in writing by both parties in advance. The purchaser shall not be entitled to assert any rights of retention and set-off unless the counterclaims on which they are based have been accepted by Fine Decor GmbH or have been declared final and absolute in a court of law.
§ 8 Delay of Payment, Default Interest
(1) The purchaser shall be deemed to be in default of payment after the expiry of the specified term for payment as defined in § 7 (1) if the invoice amount has not been credited to the account of Fine Decor GmbH by that date. If the purchaser makes payment in cash, the applicable day shall be the day on which Fine Decor GmbH issues a receipt for the handing over of the money. (2) If the purchaser defaults in payment of the purchase price, he shall be obliged, pursuant to Section 288 (2) of the German Civil Code (BGB), to pay Fine Decor GmbH default interest in the amount of 8 percent above the base rate, starting with the day of commencement of the default in payment.
§ 9 Retention of Ownership
(1) The supplied merchandise shall remain the property of Fine Decor GmbH until payment has been made in full. If Fine Decor GmbH's ownership expires on account of combining as defined in Section 947 of the German Civil Code (BGB), it is herewith agreed that Fine Decor GmbH's (co-)ownership of the new object shall be transferred to Fine Decor GmbH in proportion to its value (at the invoice value). The purchaser shall safeguard the (co-)ownership of Fine Decor GmbH at no charge. Merchandise with regard to which Fine Decor GmbH is entitled to (co-)ownership shall be referred to below as conditional commodities. The purchaser shall not be entitled to pledge the conditional commodities or transfer them by way of security. (2) The purchaser shall be entitled to process or sell the conditional commodities in the regular course of business. This shall no longer apply if the purchaser is in default of payment of invoices to Fine Decor GmbH by more than four weeks or an application has been filed for bankruptcy with respect to his assets. The purchaser shall not gain ownership of the new object in accordance with Section 950 of the German Civil Code (BGB) as a result of processing. Any processing by the purchaser is undertaken on behalf of Fine Decor GmbH, with no obligations arising on the part of Fine Decor GmbH. As a precaution, the purchaser herewith assigns to Fine Decor GmbH all rights in full, to the value of the outstanding purchase price, to any claims arising out of or in connection with the resale of the conditional commodities or based on any other legal ground relating to the conditional commodities. In the event of outstanding purchase price receivables becoming due to Fine Decor GmbH, the purchaser herewith undertakes to advise his contractual partner in writing of the claims assigned to Fine Decor GmbH if he resells the conditional commodities, and to submit a copy of the contract of sale, order confirmation or any other documents to Fine Decor GmbH without delay, so that Fine Decor GmbH can assert the assigned claims against the purchaser's contractual partner to the amount of the unpaid conditional commodities. (3) In the event of any action by a third party against the conditional commodities, the purchaser shall be obliged to indicate ownership by Fine Decor GmbH and advise Fine Decor GmbH without delay. Costs and damages shall be reimbursed by the purchaser. In the event of a violation of an obligation by the purchaser, in particular in relation to default of payment, Fine Decor GmbH shall be entitled under the terms of the contract, even without the setting of a time limit, to demand the surrender of the object of delivery and/or to withdraw from the contract; the purchaser shall be obliged to surrender the object of delivery. A demand to surrender the object of delivery shall not constitute a declaration of withdrawal from the contract by Fine Decor GmbH unless this is specifically stated.
§ 10 Customs Duties
Which party to the contract pays any export and/or import duties for the supplied furniture foil in case of cross-border movement of goods shall be agreed in writing between the two parties on conclusion of the contract, and shall be indicated in the order confirmation.
§ 11 Miscellaneous
(1) Should any provision of these General Terms and Conditions of Business be or become invalid, it shall not affect the validity of any part of the remaining contract. The parties to the contract shall make every effort to replace the invalid provisions with provisions which come as close as possible to the commercial purpose and the actual intentions of the parties to the contract. (2) Should there be any contradictions between provisions in the purchaser's General Terms and Conditions of Business and the provisions in Fine Decor GmbH's General Terms and Conditions of Business, the purchaser expressly recognises the sole validity of the General Terms and Conditions of Business set out here. In ordering the merchandise and accepting without objection the quotation and order confirmation, which clearly draw attention to the General Terms and Conditions of Business of Fine Decor GmbH set out on the reverse side, the purchaser confirms acceptance of the above General Terms and Conditions of Business of Fine Decor GmbH as the basis for the business relationships between the parties. They shall be valid for the duration of the entire business relationship between Fine Decor GmbH and the purchaser.