Terms and conditions
Terms and Conditions of Payment and Shipping B 2 B*
ZEITRAUM Möbel und Einrichtungen GmbH
1. General Provisions
1.1. These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
1.2. The following terms and conditions shall apply to all present and future commercial transactions and relations between ZEITRAUM Möbel und Einrichtungen GmbH with the Purchaser. Other terms and conditions shall apply only if expressly accepted by ZEITRAUM in writing.
1.3. Transactions and relations shall be governed solely by these terms and conditions. Our sales personnel are not authorized to reach verbal subsidiary agreements or give verbal assurances. Additions, amendments or subsidiary agreements to these terms and conditions shall be valid only if confirmed by an authorized person as listed in the commercial registry.
2. Offer and Acceptance
2.1. All communications made by ZEITRAUM are invitations to treat only. Purchase orders received by ZEITRAUM shall be binding only in the event of acceptance. However, the designs, measurements and drawings within the order confirmations are subject to modification. Reasonable and acceptable deviations in color and measurements or wood, fabrics and leather remain reserved.
2.2. In placing an order, the Purchaser declares his legally binding intent to purchase to ordered goods. ZEITRAUM may accept the order and the offer herein within two weeks.
2.3. Delivery provided by ZEITRAUM is subject to punctual delivery to us on part of our suppliers if ZEITRAUM is not liable or responsible for the delay, particularly in the event of congruent cover transactions. Therefore, in case of goods we do not have in stock or funded purchases, the Purchaser is bound to the order for three weeks.
The price and availability of the goods is subject to change and shall be according to our current pricing list. The field service personnel are not authorized to collect payment.
4. Right to offset or Retention
The Purchaser may exercise a right to offset only if the corresponding counterclaim remains undisputed or has been finally adjudicated. The Purchaser may exercise a right of retention only if the corresponding counterclaim stems from the same contractual relationship.
5. Retention of Title
5.1. The ownership and full title of the goods shall remain with ZEITRAUM until we have received payment in full for all claims concerning the entire business relationship. The Purchaser shall have the right to resell the goods delivered by ZEITRAUM in the ordinary course of business. The Purchaser as of this moment assigns all claims against resale customers, including any collateral rights and all balance claims, as security. ZEITRAUM accepts, without any subsequent declarations to this effect being necessary. For the duration of the retention of title, the Purchaser may not pledge the retained goods or use them as security. In the event of any seizure or foreclosure, the Purchaser shall notify ZEITRAUM without undue delay and provide the information and documents necessary to assert the claims as stated above.
5.2. For the duration of the retention of title, the Purchaser is required to handle the goods with care. The Purchaser must notify ZEITRAUM of any change of ownership or residence.
5.3. Should the Purchaser fail to fulfill his duties, particularly fail to make payments due or be in violation of numbers 5.2. or 5.3. of these terms and conditions, ZEITRAUM shall be entitled to rescind the contract and take back the retained goods.
6. Transfer of Risk
The risk of the goods’ destruction or damage is transferred to the Purchaser upon handover to the Purchaser or, in the case of sale by dispatch, the transport carrier or other person or entity designated for shipment. The Purchaser’s default of acceptance stands equal to handover.
7.1. We shall warrant by own decision, subsequent improvement or substitute delivery. Should the supplementary performance fail to meet contract fulfillment, the Purchaser may decide to mark down the purchasing price or rescind the contract.
7.2. The warranty period amounts to two years for newly produced goods and one year for used goods.
8. Limitation of Liability
8.1. Within simple negligence, our liability is restricted to breaches of fundamental duties, which enable the contract’s fulfillment and to which the Purchaser may rely on our compliance. In such an event liability is restricted to the typically foreseeable damages. If the Purchaser is a business owner, our liability within slight negligence does not involve breaches of fundamental duties.
8.2. This limitation of liability does not apply to the product liability, damages caused by intent or gross negligence, bodily injury or damage to health or loss of the Purchaser’s life, as well as fraud.
9. Damage Claims
Upon the Purchasers partial or total refusal to fulfill contract duties, ZEITRAUM shall be entitled to rescind the contract and claim damages at a fixed rate of 20% of the order’s value, if the Purchaser does not prove that ZEITRAUM has suffered no or severely less damages.
10. Closing Provisions
10.1. Contract language is German.
10.2. All contracts and relations shall be governed by the laws of the Federal Republic of Germany with the exception of the Vienna Convention on the International Sale of Goods.
10.3. A legal entity under public law or special fund under public law, the place of jurisdiction as well as place of fulfillment concerning any disputes with regard to the present terms and conditions, the order and the supply of goods thereunder shall be Wolfratshausen.
10.4. The invalidity or unenforceability of any provisions of these terms and conditions shall not affect the validity or enforceability of any other provision of these terms and conditions, which shall remain in full force and effect. Upon such determination that any term or other provision is invalid or incapable of being enforced, the parties hereto shall negotiate in good faith to modify these terms and conditions so as to the effect of the original intent of the parties as closely as possible in an acceptable manner to the end that transactions hereby are fulfilled to the extent possible. The same applies in the event of an unforeseen gap in the provisions.
*The original German text shall be the governing version