General Terms and Conditions of Sale of Yaboo Paneuro Trading GmbH, Co. KG

§ 1 Scope of application

(1) These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

(2) These Terms and Conditions of Sale shall also apply to all future transactions with the Customer, insofar as these are legal transactions of a related nature.

§ 2 Offer and conclusion of contract

If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.

§ 3 Documents provided

We reserve the right of ownership and copyright to all documents provided to the customer in connection with the placing of the order, such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in § 2, these documents must be returned to us immediately.

§ 4 Prices and payment

(1) Unless otherwise agreed in writing, our prices are ex works including packaging and plus VAT at the applicable rate.

(2) Payment of the purchase price shall be made exclusively to the business account. The deduction of a cash discount is only permitted with a special written agreement.

(3) Upon acceptance of the purchase offer by the customer, the customer must make a down payment of 30% of the estimated purchase price together with the written order. This must be made immediately. The order shall be deemed accepted upon receipt of the payment. Similarly, the customer must pay the remaining invoice amount before delivery of the ordered goods. The goods will only be dispatched to the customer once the payment has been received.

4) Interest on arrears shall be charged at a rate of 8% above the respective base interest rate per annum. We reserve the right to assert higher damages caused by default.

5) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

§ 5 Offsetting and rights of retention

The customer shall only be entitled to set-off if his counterclaims have been legally established or are undisputed. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship. 

§ 6 Delivery time

(1) The commencement of the delivery period stated by us is subject to the timely and proper fulfillment of the customer's obligations. The defense of non-performance of the contract remains reserved.

(2) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

(3) Statutory claims and rights of the customer due to a delay in delivery shall remain unaffected.

§ 7 Transfer of risk on shipment

If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer when the goods are dispatched to the customer, at the latest when they leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 8 Retention of title

(1) We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer acts in breach of contract.

(2) The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value (note: only permissible for the sale of high-value goods). If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense.

As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties.

§ 9 Warranty and notification of defects as well as recourse/manufacturer recourse

(1) Warranty rights of the purchaser presuppose that the purchaser has duly complied with his obligations of investigation and complaint due under Section 377 of the German Commercial Code.

(2) Claims for defects expire six months after delivery of the goods delivered by us. The above provisions do not apply insofar as the law according to § 438 para. 1 No. 2 BGB (buildings and objects for buildings), § 479 paragraph 1 BGB (right of recourse) and § 634a paragraph 1 BGB (construction defects) stipulates longer periods of time. Our consent must be obtained before returning the goods.

(3) If, despite all care taken, the delivered goods show a defect that already existed at the time of the transfer of risk, we shall, subject to timely notification of defects, at our discretion, repair the goods or deliver replacement goods. We shall always be given the opportunity for subsequent performance within a reasonable period of time. Rights of recourse remain unaffected by the above regulation without restriction.

(4) If subsequent performance fails, the purchaser may withdraw from the contract or reduce the remuneration, without prejudice to any claims for damages.

(5) Claims for defects do not exist in the event of only insignificant deviations from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear or wear and tear, as well as in the case of damage that occurs after the transfer of risk as a result of faulty or negligent handling, excessive stress, unsuitable operating equipment, defective construction work, unsuitable ground or due to special external influences that are not assumed under the contract. If repair work or changes are carried out improperly by the purchaser or third parties, there are no claims for defects for these and the resulting consequences.

(6) Claims by the purchaser for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by us were subsequently transported to a location other than the purchaser's establishment, unless the shipment corresponds to their intended use.

(7) Claims of recourse by the purchaser against us shall only exist insofar as the purchaser has not made any agreements with his purchaser that go beyond the legally binding claims for defects. Paragraph 6 shall also apply mutatis mutandis to the extent of the Customer's right of recourse against the Supplier.

(8) Any warranties of the manufacturer remain unaffected.

§ 10 Miscellaneous

(1) This contract and the entire legal relationship between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

(4) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this gap.

Frankfurt, 01.09.2022