Terms and conditions of B2B-Online-Shop|Baron & Son
1. scope and provider
(1) These General Terms and Conditions apply to all orders placed by customers with the online store of Baron & Son, Im Grossen Winkel 23; 40489 Düsseldorf.
(2) The range of goods in our online store is aimed exclusively at customers who are to be regarded as entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB), i.e. who are acting in the exercise of their commercial or independent professional activity when concluding the contract.
(3) Our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. The General Terms and Conditions shall also apply to all future business relations, even if they are not expressly agreed again. The inclusion of general terms and conditions of the customer that contradict our General Terms and Conditions is hereby already objected to.
2. conclusion of contract and prices
(1) Upon completion of the customer's order in our online store, the customer submits a binding purchase offer. Insofar as we subsequently send an automated confirmation of receipt, this does not yet constitute acceptance of the customer's purchase offer. A purchase contract for the goods shall only be concluded if we expressly declare acceptance of the purchase offer or if we separate the goods without prior express declaration of acceptance and ship them to the customer.
(2) The prices stated in our online store are net prices. The respectively applicable statutory value-added tax shall be added.
(3) All prices are exclusive of the shipping costs stated in each case.
3. terms of payment; default
(1) In our online store, the payment methods that can be selected for the respective customer are indicated in each case.
(2) All payments are to be made within immediately after invoicing.
4. set-off/right of retention
(1) The customer shall only have a right of set-off if its counterclaim has been legally established or is not disputed by us.
(2) The customer may only assert a right of retention insofar as its counterclaim is based on the same contractual relationship.
(3) We may assert a right of retention with respect to all future orders of the customer, including recognized orders, if the customer fails to meet its payment obligations.
5. delivery, transport risk, delivery dates
(1) Unless otherwise agreed, the goods shall be delivered at your request from our warehouse to the address specified by you. The delivery of freight forwarded goods is free curbside, unless otherwise agreed in individual cases.
(2) The risk shall pass to the customer when the goods are handed over to the forwarding agent, carrier or other third party appointed to carry out the shipment. The handover begins at the same time as the loading process. Any delay in acceptance by the customer shall result in the transfer of risk.
(3) We shall be released from our performance insofar as we ourselves were not supplied on time by our suppliers within the scope of a congruent covering transaction, unless we ourselves are responsible for the non-delivery. The customer shall be informed immediately of the lack of delivery and the consideration shall be refunded without delay.
(4) If payment in advance has been agreed, the stated delivery dates are subject to timely payment. In the event of late payment, the delivery date shall be postponed accordingly.
(5) We shall be entitled to make partial deliveries insofar as this is reasonable for the customer, taking into account the interests of both parties. Additional shipping costs shall be borne by us. The risk shall pass to the customer upon handover of the respective partial delivery. If we are in default with outstanding partial deliveries or if it is not possible for us to deliver outstanding partial deliveries, the customer shall be entitled to withdraw from the contract as a whole or to claim damages for non-performance of the entire obligation, provided that the customer has no interest in the partial delivery.
5. retention of title
(1) We retain title to the goods until all claims arising from the current business relationship have been settled in full. Prior to the transfer of ownership of the goods subject to retention of title, pledging or transfer of ownership by way of security is not permitted.
(2) The customer may resell the goods in the ordinary course of business. In this case, the customer already now assigns to us all claims in the amount of the invoice amount accruing to the customer from the resale. We accept the assignment. However, the customer shall remain authorized to collect the claims. Insofar as the customer does not properly meet his payment obligations, we reserve the right to collect claims ourselves.
(3) If the reserved goods are combined and mixed, we shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed items at the time of processing.
(4) We undertake to release the securities to which we are entitled upon request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released shall be incumbent upon us.
(1) Unless expressly agreed otherwise, the customer's warranty claims shall be governed by the statutory provisions of the law on sales (§§ 433 et seq. BGB) with the modifications specified in the following paragraphs.
(2) Only our own specifications and the manufacturer's product description are binding for the quality of the goods, but not public promotions and statements and other advertising by the manufacturer. Samples, material properties and structure of the products may differ from the information in the online store. Our information on the object of the delivery or the service including the illustrations are only approximate descriptions, unless an exact match is required for the contractual purpose.
(3) You are obliged to inspect the goods with due care for deviations in quality and quantity and to notify us of any obvious defects immediately upon receipt of the goods. This shall also apply to hidden defects discovered later from the time of discovery. In the event of a breach of the obligation to inspect and give notice of defects, the assertion of warranty claims shall be excluded.
(4) In the event of defects, we shall, at our discretion, provide warranty by rectification or replacement (subsequent performance). In the event of subsequent improvement, we shall not be required to bear the increased costs incurred by transporting the goods to a location other than the place of performance, provided that such transport does not correspond to the intended use of the goods.
(5) If the subsequent performance fails twice, the customer may, at its option, demand a reduction in price or withdraw from the contract.
(6) The warranty period shall be one year from delivery of the goods. This limitation shall not apply to claims based on damages resulting from injury to life, body or health or from the breach of a material contractual obligation, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligation), as well as to claims based on other damages resulting from an intentional or grossly negligent breach of duty by us or our vicarious agents.
(7) Should the delivery of used products be agreed between us and the customer in individual cases, this shall be done to the exclusion of any warranty.
(1) Unlimited liability: We shall be liable without limitation for intent and gross negligence as well as in accordance with the Product Liability Act. We shall be liable for slight negligence in the event of damage resulting from injury to life, limb and health of persons.
(2) In all other respects, the following limited liability shall apply: In the event of slight negligence, we shall only be liable in the event of a breach of a material contractual obligation, the fulfillment of which is a prerequisite for the proper performance of the contract and on the fulfillment of which you may regularly rely (cardinal obligation). The liability for slight negligence is limited to the amount of damages foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. This limitation of liability shall also apply in favor of our vicarious agents.
8. final provisions
(1) Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.
(2) Contracts between us and you shall be governed exclusively by German law to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, "UN Sales Convention").
(3) If you are a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with contracts between us and the customers shall be at our place of business.