Baden GmbH company's general terms and conditions (named "Baden" in the following)
§ 1 Scope
(1) Orders placed with Baden and the deliveries thereof are performed on the basis of these general terms and conditions.
(2) The hitherto existing terms and conditions are, herewith, no longer in effect.
(3) The following terms of delivery and payment are accepted when placing an order.
(4) General terms and conditions of the customer are not applicable, unless authorised by Baden in writing.
§ 2 Minimum order value
(1) The minimum order value is € 300 net for first time customers.
§ 3 Object of agreement
(1) The object of agreement is the article with the attributes, characteristics and the area of application as displayed in the catalogue or at trade fairs.
(2) Further attributes, characteristics and areas of application can only be considered as agreed upon if they are confirmed in writing by Baden.
§ 4 Ordering terms
(1) Fundamentally, no articles will be delivered in piece numbers below the minimum purchasing quantity.
(2) Orders with varying order or delivery dates are regarded as separate orders.
(3) Orders, which are placed by phone, via internet or imported by means of electronic data entry equipment, are valid, even without the signature of the ordering party.
(4) Fundamentally, no confirmation of order is issued.
§ 5 Sample deliveries
(1) Sample orders are only accepted after consultation with and confirmation from our sales department.
(2) Sample deliveries are fundamentally charged and not subject to return.
(3) The agreed service charge for sample deliveries is credited upon the subsequent order placement, if the order is is confirmed to be deliverable.
§ 6 Terms of delivery
(1) Delivery dates are only binding upon explicit confirmation by Baden.
(2) Deliveries cannot be made dependant upon public holidays according to the calendar.
(3) Overdue articles will be subsequently delivered without any separate notice.
(4) There is no obligation to perform delivery of ordered articles. Baden reserves the right to only deliver articles when the delivery thereof is possible.
(5) Partial deliveries are permitted and are not subject to time limits.
(6) For subsequent delivery, no shipping expenses will be charged, unless we informed about later delivery upon during order placement.
(7) If, due to a previous delivery of goods, Baden should have outstanding receivables from an ordering party, the delivery can be made dependant on the balancing of these receivables and BADEN can insist on prepayment of the order.
(8) In case BADEN gets no or an inadequate credit agency report about the customer, prepayment of the order can be requested.
§ 7 Passage of risk
The risk is passed on from Baden to the purchaser when the goods are transferred to shipping or when they leave Baden's storage facilities.
§ 8 Terms of payment for international customers
(1) Invoices / Proforma Invoices have to be paid in advance less a 2% discount.
(2) A 2% discount will be deducted for payments performed via an automatic debit transfer system in advance.
(3) Payment in advance with VISA/Master Card net
(4) Customer complaints have no effect upon the payment dates of invoices. In cases of notification of defects, payments can only be withheld in an appropriate measure to the defects in question.
(5) Prices according to the price list or price tags are net prices ex store Scheessel;VAT is additionally charged unless we will get a valid VAT number.
(6) The packaging and shipping costs are paid by the ordering party.
§ 9 Default in payment
(1) All receivables are immediately due in cases of default in payment, dishonour of bank collection, checks or bills of exchange or upon the opening of a debtor settlement process.
(2) In case of default in payment, the customer has to bear the expenses of claims recovery, e.g. reminder charges, legal fees, disclosures, default interest as well as, as far as necessary, the incurred expenses of a collection agency.
§ 10 Cancellation of orders
(1) Cancellations must be done in writing.
(2) In case of a customer cancellation of an order, partial cancellation or rejection of the rectification of defect of goods, which were complained about by the customer, 30% payment of the order sum or the goods value is to be performed as a flat rate service charge, unless the customer can prove that damage or depreciation has not occurred or is considerably lower than the flat rate.
(3) Baden reserves the right to begin processing cancellations 7 days upon receipt of a cancellation request from the customer.
(4) If, due to unresolved previous claims, an order cannot be delivered, an order cancellation of 30% is to be paid analogously to the order sum as a service charge.
(5) Baden may, especially because of the bad debtor information, request a prepayment due to the risk of bad debt loss or previously delayed payment by the customer. The customer shall pay 30% of the total order value and are regarded as handling charge in case he fails to make such a prepayment within an appropriate period of time and the order has to be cancelled.
§ 11 Defects
(1) Defect complaints must be reported in writing, within 3 days of the receipt of goods, to Baden; exemption of warranty applies thereafter.
(2) In case of defects, Baden is entitled to 2 subsequent rectification opportunities.
(3) If the subsequent performance should fail, Baden is entitled to declare a reduction or withdrawal.
(4) If the subsequent performance is rejected by the ordering party, this applies as a partial cancellation. For this, 30% of the goods value is charged as a service charge and the rest is credited.
(5) The warranty period toward traders amounts to one year as from the delivery date.
(6) The purchaser must prove that the goods were already defective before passage of risk was performed.
(7) In case of damage in transit, the recipient must immediately obtain a report, that is to be written by the freight carrier, independent on whether or not the damage is externally visible or not.
§ 12 Returns
(1) Written notification is required for returns, and the return must be approved by Baden.
(2) Returns will only be accepted when delivered free of postal or shipping charges.
(3) In case of a legitimate complaint, the postal/shipping charges for these returns will be credited.
§ 13 Reservation of title
(1) Baden reserves the title of the delivered articles until full payment has been performed.
(2) The customer is entitled to resale of the articles in an ordinary course of business and to collect the purchase price thereof. The customer transfers the receivables resulting from this to Baden.
(3) The reservation of title also applies to third parties.
(4) In case of default of payment, and upon request by Baden, the customer must disclose receivables and debtor, provide all necessary statements, hand over documents and notify the third parties of the transfer, so that Baden is able to collect receivables.
§ 14 Place of performance
The place of performance is the principal office in Scheessel.
§ 15 Place of jurisdiction
(1) German law is applied.
(2) The application of the UN agreement on contracts for international sale of goods is excluded.
(3) The place of jurisdiction is the principal office in Rotenburg/Wümme.