ScubaForce dive2gether.net Tauchsport GmbH Reststrauch 197 41199 Mönchengladbach
SALES, DELIVERY AND PAYMENT TERMS FOR CONTRACTS WITH RESELLERS
terms of sale, delivery and payment are legally binding for all
business relationships, sales and other legal transactions between us
and our wholesale customers. They apply exclusively, even if in
individual cases no reference is made from now on to all deliveries,
unless deviating conditions have been agreed in writing. Deviating
agreements or additions, telephone or verbal agreements are only binding
if they are confirmed by us in writing. The customer waives its own terms and conditions.
2. OFFER AND CONCLUSION
offers are not binding in terms of price and delivery possibility. All
information such as dimensions, weights, illustrations, Descriptions,
assembly sketches and drawings in sample books, price lists and other
printed matter as well as pictures on the internet are only approximate,
but best determined, but not binding for us. The same applies to
information from the manufacturer. Orders, agreements, assurances etc.,
including those of our representatives and other employees, require our
express written confirmation in order to have legal effect. Complaints
of confirmations must be asserted immediately in writing. Confirmed
prices are valid only with acceptance of the confirmed quantities. Sales
prices are only valid as fixed prices, if we promise them in writing as
3. SHIPPING AND DELIVERY
is at the expense and risk of the customer. For deliveries, partial
deliveries are permitted; they are considered as independent deliveries.
The choice of the transport route and means of transport is up to us.
B) DELIVERY DATES AND DELIVERY TIMES
periods are subject to correct and timely self-delivery, unless we
commit binding delivery times in writing. Otherwise, delivery times are
not binding. Unforeseen obstacles to delivery, such as cases of force
majeure, strikes, breakdowns on our own or in that of the
subcontractors, transport difficulties, etc. entitle us to cancel the
delivery obligation in whole or in part.
for damages of the buyer are excluded, unless they are based on intent
or gross negligence on our part or one of our legal representatives or
vicarious agents. The liability exists only in the event of breach of
essential contractual obligations and is limited to the typical damage
foreseeable at the conclusion of the contract. This limitation does not
apply to injury to life, limb and health. Insofar as the damage is
caused by a damage caused by the buyer for the respective claim
Insurance, the seller is liable only for any associated disadvantages of
the buyer, e.g. higher insurance premiums or interest disadvantages up
to the claim settlement by the insurance. However, it is only due to the
reimbursement of business-typical, foreseeable damage, if it is covered
by our business liability insurance.
damage arising outside the insured area will only be reimbursed in
accordance with the aforementioned principles if it is material. For
slightly negligent caused by a defect of the object of purchase damage
is not liable. The goods are considered to be delivered even if they are
not called immediately after notification of the readiness for
dispatch, at the latest after 14 days, and before that the buyer has
been put in writing in default.
C) SHIPPING TO END USERS
at the customer's request, the delivery is made directly to the
consumer, we shall be reimbursed for the corresponding additional costs.
A liability for damages of any kind is not accepted for such
transports, even if the transports are carried out by our own personnel
goods are packed in the usual industry way. We calculate the packaging
cheapest. Return and payment of packaging material will only be made
according to special agreement.
E) TRANSPORT AND BREAKDOWN INSURANCE
against transport damage, loss of transport or breakage is only at the
express request of the customer at his expense and for his account.
Damage notifications are to be reimbursed immediately upon receipt of
the goods and confirmed in writing without delay in terms of type and
scope. Transport damage and shortages must be determined immediately
upon arrival of the consignment by means of a report by rail or postal
authorities or similar evidence and certified on the accompanying
documents (bill of lading, etc.). Claims arising from the damages are to
be assigned to us on request.
4. DEFECTS AND WARRANTY
For defects we are only liable as follows:
The customer has received the goods immediately after arrival on
quantity, condition, shortages and To investigate wrong deliveries. He
must also notify us in writing of any obvious defects immediately, at
the latest within 5 days after delivery, and in any case before
processing, installation or resale. Goods that are sold as inferior
quality are not subject to the complaint regarding the expressly
designated lower quality.
B) In the case of legitimate complaints, we will rectify defective goods or provide replacement at our discretion.
In order to remedy the defect, the Customer must grant us the time and
opportunity required in its reasonable discretion, in particular to
provide the object or sample objected to.
If we allow a reasonable period of grace to elapse without remedying
the defect or providing replacement or if the repair or replacement is
impossible or refused by us, the customer has the right, at his
discretion, to rescind the contract (Conversion) or reduction of the
purchase price (reduction) to demand.
Any changes or repairs undertaken improperly by the customer or a third
party will cancel the liability for the resulting consequences.
F) The warranty period is one year.
Guaranteed features and guarantees in terms of §§ 434, 443 BGB are to
be explicitly marked as such. A reference to DIN or other standards
generally includes the closer description of the goods and does not
constitute any assurance by us, unless an assurance has been expressly
agreed. If the goods sold at the time of transfer of risk a guaranteed
property, the buyer is entitled to a right of withdrawal. He can only
demand compensation for non-performance insofar as the required repair
5. PROCESSING OF WARRANTY CLAIMS
The buyer may demand claims for rectification of defects from the
seller. Insofar as the purchase object is granted a manufacturer's
warranty, the buyer can turn to the nearest authorized dealer and assert
his claims there. If the claims are asserted against a dealer other
than the nearest dealer or the seller, additional costs incurred as a
result of this can not be demanded of being replaced. If the object of
purchase becomes inoperable, the purchaser must turn to the service
enterprise recognized by the manufacturer / importer for the care of the
object of purchase, which is closest to the place of the inoperative
purchase object. Seller must be informed about that
B) Replaced parts become the property of the seller.
For the parts installed for the removal of defects, the buyer can
assert claims for material defects based on the purchase contract until
expiry of the limitation period of the object of purchase.
The seller shall not bear any expenses which arise for the assertion of
warranty rights if the buyer is a legal entity of public law, a special
fund under public law or an entrepreneur who, at the time of conclusion
of the contract, exercises his commercial or industrial property rights
self-employed occupational activity.
These regulations do not apply to the recourse of the entrepreneur
against the supplier because of warranty claims of the end user
according to § 478 BGB.
6. GENERAL LIMITATION OF LIABILITY
Our liability is exclusively based on the agreements made in the preceding section.
7. RETURN OF GOODS
take-back obligation on our part does not exist, except in the
aforementioned cases. Should the return of goods be agreed in individual
cases, this will be taken back only in faultless unused and in original
packaging condition with freight-free return. Returned goods will be
credited less a reasonable share of the costs. A return of custom-made
products or on request of the customer procured goods is excluded.
A) PAYMENT TERMS
otherwise agreed, our invoices are due immediately and payable without
deduction. If cash discount is granted, it is a prerequisite that all
previous invoices have been paid by then. The net invoice amount after
deduction of discounts, freight etc. is decisive for the cash discount
calculation. Checks and bills of exchange are only accepted on account
of a special agreement. Switching costs and discount charges according
to the rates of the private banks are charged to the customer.
and bills of exchange are only credited after redemption, assignments
of claims after payment. The claim and its maturity remain untouched
until then. For timely redemption and protest we take no responsibility.
Payments are only deemed to have been made on the day on which we can
dispose of the invoice amount without losses. Our employees are only
entitled to receive payments if they have an express written collection
authorization, which must be checked in any case.
collection authority is the same if our agent submits one of us duly
acknowledged invoice in each case. If there are several claims against
the customer, incoming payments will be offset against the oldest claim.
A right of retention of our customer, insofar as it is not based on the
same contractual relationship, is excluded. The offsetting of
counterclaims is only permitted insofar as they have been recognized by
us and are due for payment or legally binding.
B) DELAY OF PAYMENT
the event of late payment, subject to the assertion of further damage,
default interest in the amount of 8% above the Basic interest rate of
the Deutsche Bundesbank acc. To pay §§ 247, 286 BGB. Payment is due upon
receipt of the invoice, subject to a different agreement. The default
occurs automatically on expiry of the 30th day after receipt of the
invoice, without the need for a reminder from us. Before payment of due
invoice amounts including default interest, we are not obliged to any
further delivery from any current contract.
are then also entitled, without prejudice to further legal rights,
still outstanding deliveries only against advance payment or to demand
collateral, or after a reasonable grace period to withdraw from the
contract or to claim damages for non-performance.
We reserve the ownership of all goods delivered by us (reserved goods)
until payment of all our claims from the business relationship. This
also applies if the purchase price has been paid for certain deliveries
of goods designated by the customer. For current accounts, the reserved
ownership of the reserved goods as a security for our balance claim
The processing and processing of goods subject to retention under
exclusion of the acquisition of property according to § 950 BGB without
obligation to us from this. This resulting new item thus remains our
property and serves as reserved goods to secure our claims in accordance
with a). The processing, processing and assembly or other utilization
of goods delivered by us, still in our ownership is deemed to have been
made in our order, without our liabilities arising from this.
If the goods delivered by us are mixed or combined with other objects,
the customer assigns to us his ownership or co-ownership rights to the
mixed stock or the new object upon becoming effective of these
conditions of sale, delivery and payment and stores this with commercial
Care free of charge for us.
The customer may sell the delivered goods only in the usual business
dealings and agree with his customers no assignment prohibition. The
buyer is prohibited from pledging and assigning ownership of the
reserved goods. The customer is obliged to inform us of third-party
access to the goods delivered under retention of title without delay, by
sending a seizure protocol as well as an affidavit the identity of the
seized object with the delivered goods. Intervention costs are in any
case at the expense of the customer. The customer is obliged to disclose
to our customers our retention of title.
The customer is obliged to insure the goods against fire and theft and
to prove to us the conclusion of the insurance on request. All claims
against the insurer arising from this contract with regard to the goods
delivered under retention of title are deemed assigned to us.
We are entitled, in case of late payment or payment difficulties of the
customer, to demand immediate surrender of the goods not yet sold.
Until the release, the customer has to store for us the goods owned or
co-owned separately from other goods than to mark our property
(co-property), to abstain from any disposal and to give us a list of the
property (co-ownership). We are entitled to sell the goods freehand
without setting a deadline or to have them auctioned. The return of the
reserved goods is made at the proceeds, but at the highest delivery
prices. Further claims for damages, in particular lost profits, remain reserved.
The customer assigns to us as a precaution the claims due to him from
the resale in full with all ancillary rights until all our claims
arising from the business relationship have been settled, to the amount
of the invoiced amount of the goods delivered by us and sold by the
customer 20%. If the value of assignments and securities given to us
exceeds our claims by more than 20%, we undertake to release
corresponding securities at the customer's request insofar as we choose.
At our request, the customer is obliged to disclose the assignment to
his customers and to give him the information necessary to assert his
rights against his customer and to hand over the necessary documents.
The customer must also allow us to inspect his books and invoices for
this purpose. We have the authority to collect the assigned claims and
we have the right to notify the debtor of the customer. However, the
customer is authorized to collect these claims for us as long as he duly
fulfills his payment obligations to us.
For the purposes of these sales, delivery and payment conditions, the
processing, assembly or other use of the goods shall apply.
10. PLACE OF PERFORMANCE AND JURISDICTION
place of performance for the delivery is the respective place of
dispatch of the goods. Place of fulfillment for all obligations of the
customer is Mönchengladbach. If the customer is a merchant, the place of
jurisdiction is Mönchengladbach, also for the dunning procedure and in
the event that the place of residence or habitual residence of the
contracting party is unknown. The place of jurisdiction Mönchengladbach
is also explicitly valid for all types of check and bill of exchange
11. FINAL PROVISIONS
The invalidity of individual conditions does not affect the validity of the remaining conditions.