General terms and conditions of delivery and payment (updated March 2010)
Please note that the German text of our general terms and conditions of delivery and payment is binding and that the following English translation is merely provided by way of information.
Section 1: Introduction and scope
- These general terms and conditions apply to all present and future business relations.
- For the purposes of our general terms and conditions:
- ‘Private customers’ are defined as individuals entering into a business relationship for purposes outside their trade, business or profession;
- ‘Business customers’ are defined as individuals, legal entities or incorporated entities acting in pursuit of commercial or self-employed objectives;
- ‘Customers’ are taken to mean both private customers and business customers.
- Differing, opposing or additional general terms and conditions of business will not become part of the contract (even if acknowledged) unless their validity is expressly agreed in writing.
Section 2: Conclusion of contract
- Our offers are subject to change without notice and remain valid as long as stocks last. We reserve the right to make reasonable changes regarding shape, colour and/or weight.
- By ordering an item, the customer expresses with binding effect their firm intention to purchase it. In case of doubt, a binding declaration shall in particular be deemed to have been made if the customer has paid a deposit on the item concerned. A period of two weeks is allowed in which the contract may be cancelled. Within two weeks of receipt, we are entitled to accept the offer of contract contained in an order. Acceptance may be indicated in writing or by the delivery of the item to the customer.
- If a private customer orders an item electronically, we shall confirm receipt of the order without delay. The confirmation of receipt does not, however, constitute binding acceptance of the order. Although orders are not usually confirmed explicitly, confirmation of receipt may be sent together with declaration of acceptance. If a private customer orders a product by electronic means, we shall save the text of the contract, which will upon request be sent to the customer by email together with these terms and conditions.
- If an item which has been ordered is unavailable, this shall not constitute an obligation to deliver. Claims for compensation on this basis will not be accepted except in cases of intent or gross negligence on our part.
- Data protection and privacy: We save and use customer data solely for the purpose of performing our contractual obligations. This information is of course treated as confidential.
Section 3: Retention of title
- In the case of contracts with private customers, we shall retain the title of the goods purchased until the payment of the purchase price has been received in full. Regarding contracts with business customers, we shall retain the title of the goods purchased until all claims stemming from the current business relationship have been settled in full.
- Customers are obliged to handle goods with care. Any maintenance and inspection work necessary must be carried out regularly at the customer’s expense.
- Customers are obliged to notify us without delay if any third party accesses the goods (such as in the event of their seizure) and to advise us of any damage to the goods or their destruction. Customers must inform us without delay of any change in the ownership of the goods or any change to their address.
- We have the right to withdraw from the contract and to demand the return of the goods in the event of breach of contract by the customer, especially delayed payment or violation of an obligation specified in Section 3(2) or (3).
- Business customers are entitled to resell goods in the ordinary course of business. They assign to us at this time all claims to the goods held against a third party in the course of resale up to the invoiced amount. We accept this assignment. Following this assignment, the business customer is authorized to collect the amount receivable. We reserve the right to collect such receivables ourselves if the business customer fails to meet payment obligations in a proper and orderly manner and defaults on payment.
- The processing of the goods by the customer shall always take place in our name and on our behalf. If processing includes items that are not ours, we shall acquire co-ownership of the newly created object to the extent of the value our goods have in relation to the other processed items. The same shall apply if the goods are combined with other goods which do not belong to us.
Section 4: Private customers’ rights of cancellation in connection with distance sales
- Private customers have the right to retract their declaration of intent to conclude a contract in connection with distance sales contracts (i.e. the conclusion of contracts by means of telecommunications) within two weeks of the receipt of goods. Cancellation need not be substantiated and is to be declared in writing or by returning the goods to the seller. To meet the time limit, timely dispatch shall suffice. Cancellation is to be sent by post to Goldstein & Co., Matthias Dietrich, Köhraer Str. 6, D-04277, Leipzig, Germany, or by email to firstname.lastname@example.org.
- When exercising their right of cancellation, private customers are obliged to return the product if it can be sent as a parcel. Whenever the right of cancellation is exercised, the costs of returning the goods where the order value is less than €250 shall be borne by the customer (unless the goods supplied do not correspond to those ordered). If the value of the order exceeds €250, the customer shall not have to pay the costs of return carriage.
- The customer shall bear the depreciation of the merchandise arising from its regular use. The customer has the right to inspect the goods carefully.
- Special designs and custom-made items cannot be returned. The right to cancellation cited by us does not apply in such cases.
Section 5: Pricing
- Our prices are displayed on our constantly updated website and are binding on us. Unless otherwise stated, purchase prices do not include statutory VAT (sales tax), postage or packing. All private purchases are subject to German sales tax, currently 19%. Postage varies considerably depending on weight and the type of dispatch. To determine the postage, customers must contact us by telephone, email or fax before making a purchase. No additional charges are made when customers contact us in this manner. We accept the following methods of payment:
- Bank transfer; after the agreed amount has been credited to our account, the goods will be promptly sent to the customer within the assured delivery period.
- COD (cash on delivery); the additional charges must be borne by the customer.
- Cash on collection
- Sales abroad are normally only carried out by bank transfer.
- Paypal (email@example.com)
- The minimum order value is €100 net.
- If a customer fails to accept delivery when tendered by us, a weekly storage fee of 4% of the amount invoiced shall be charged.
- Customers shall only be entitled to offset receivables against payables if their counterclaims have taken legal effect or have been acknowledged by us. Customers can exercise rights of retention only if their counterclaims are based on the same contractual relationship.
- In the case of goods processed by us, a deposit of 50% of the order value must be paid before the goods are delivered or made available for collection.
- Unless stated otherwise, all prices are for single items.
Section 6: Passing of risk
- If the customer is a business customer, the risk of accidental loss and accidental deterioration of the goods shall be transferred to the customer on handover of the item or, for contracts of sale involving the carriage of goods, on delivery of the item to the carrier, haulier or other person entrusted with the task of transporting the item.
- If the customer is a private customer, the risk of accidental loss and accidental deterioration of the merchandise shall be transferred to the customer upon delivery, even if the item is shipped.
- Transfer of the goods shall still be deemed to have been effected if the customer is late in acceptance.
Section 7: Guarantee and returns
- If the customer is a business customer, we shall initially meet our warranty for defective merchandise by means of repair or replacement at our discretion.
- If the buyer is a private customer, they shall have the right to have the contract fulfilled by choosing between the product being repaired or replaced. We are, however, entitled to refuse the option chosen by the customer if their choice would be disproportionately expensive and the other option can be fulfilled without substantial disadvantages to the customer.
- Should we fail to make the necessary subsequent improvements, the customer shall be entitled to choose between demanding a price reduction and cancelling the contract. However, the customer shall not have the right to cancel the contract in the case of a minor breach of contract, particularly in the event of minor faults.
- Business customers must notify us in writing of obvious defects within a period of two weeks from the receipt of the goods as otherwise guarantee claims cannot be accepted. To meet the time limit, timely dispatch of notification shall suffice. Full burden of proof regarding all claims, in particular the defect itself, the time of detection of the damage and the timeliness of the notification of defects, shall lie with the business customer. Private customers are required to inform us in writing of obvious defects within a period of two months following discovery of the condition contravening to the terms of the contract. Compliance with this deadline shall depend on the date on which we receive notification. Failure by private customers to submit notification shall result in guarantee rights expiring two months following the detection of the defect. Private customers shall be required to prove the time when the defect was established. If a private customer has been persuaded to purchase an item by incorrect information provided by us, they shall be responsible for proving such allegations. In the case of defective used items, the private customer shall be responsible for proving the defectiveness of the item.
- If a customer chooses to cancel the contract due to failure on the part of the seller to repair or replace the defective or incorrect merchandise, the customer shall have no further right to compensation. If a customer chooses compensation after repair or replacement has failed, the defective merchandise shall remain with the customer whenever this can be reasonably expected of them. Compensation shall be restricted to the difference between the selling price and the value of the defective merchandise unless breach of contract was caused by us with fraudulent intent.
- The guarantee period for business customers is one year from the date of delivery of the goods. The guarantee period for private customers is two years from the date of delivery of the goods. The guarantee period for used items is one year from the date of delivery of the goods. However, this shall not apply if the customer fails to notify us of a defect in good time (see Section 7(4)).
- The goods have the following characteristics which are hereby explained to the customer: the goods are used, historical items of interior design, stored appliances and utensils, and building materials. The objects’ uniqueness, beauty and value lie in their signs of wear and tear, irregularities, colour variations and traces of corrosion etc. Goods with electrical elements are superficially examined by us and are offered as decorative items.
- Please note that except for one-off items, all photos are merely examples and do not necessarily show the item ordered.
- Customers do not receive guarantees from us in the legal sense.
Section 8: Limitation of liability
- In the event of breaches of duty due to slight negligence, our liability shall be limited to foreseeable, typical and direct loss or damage depending on the type of goods in question. This shall also apply in the event of breaches of duty due to slight negligence by our legal representatives or vicarious agents. We cannot accept liability to business customers for any breaches of minor contractual obligations through slight negligence.
- The liability restrictions shall not apply in the event of physical injury or damage to health for which we are responsible or in the event of loss of the customer’s life.
- Customers’ claims for compensation due to faults are subject to a one-year limitation period after the delivery of the goods. However, this shall not apply in connection with allegations of fraudulent intent.
Section 9: Final provisions
- These general terms and conditions are governed by the Law of the Federal Republic of Germany. The applicability of the CISG (United Nations Convention on Contracts for the International Sale of Goods) is hereby expressly ruled out.
- If the customer is a registered trader, a legal entity under public law or a special public fund, the exclusive place of jurisdiction for any disputes arising out of this contract shall be the location of our registered office in Leipzig. The same shall apply if the customer has no general place of jurisdiction in Germany or if the customer’s domicile or habitual abode at the time action is brought is unknown.
- Should any individual provisions of the contract with the customer including these general terms and conditions of delivery and payment be or become completely or partially invalid, the validity of the remaining provisions shall remain unaffected. The regulation which is partly or completely invalid is to be replaced by a regulation whose economic success is closest to that of the invalid regulation.
- In the event of any discrepancy between the German text of these general terms and conditions of supply and payment (‘Liefer- und Geschäftsbedingungen’) and this English translation, the German version shall be regarded as definitive.
_ 01 / the GOLDSTEIN manufactory