General Sales and Delivery Conditions for Legal Transactions with Businesses
We, the IDANA-Group (IDANA Schuhe GmbH, Planet Footwear International Ltd.) of Dortmund/ Hong Kong, process the orders placed with us by businesses, corporate bodies and special funds under public law exclusively on the basis of the conditions specified below. These conditions also apply to all future transactions with you, our customer. Our conditions are also authoritative if you yourself establish conditions that deviate from our conditions. Your conditions only apply if we explicitly confirm this to you.
I. Conclusion of contract
Our quotations are subject to change without notice. A contract is not considered as concluded until a written order confirmation has been submitted by us or the ordered goods have been accepted by the customer. Statements made by our representatives in context with the acceptance of an order will only be binding if we include these statements in our written order confirmation. All specifications about our products are considered to be approximate average values.
Product descriptions in our catalogues, brochures, price lists and/or quality assurance manuals do not constitute a guarantee in accordance with § 276 clause 1 BGB (German Civil Code) unless we have included an explicit written guarantee in our order confirmation.
II. Delivery and transfer of risk
Delivery times provided in the contract are only to be regarded as approximate unless a fixed delivery date is explicitly indicated in our order confirmation. A delivery period is met if we hand the ordered goods over to the forwarder named by you before the expiration of the period. However, there will be no default in delivery if we still lack the information and instructions to be provided by you at the time of the intended delivery. With the delivery of the goods, the risk of accidental loss or accidental deterioration will also be transferred to you. This applies, too, if we forward the goods to you in our own means of transport and insure the goods against all risks of conveyance at our cost. Renouncing the receipt of your declaration of acceptance, we herewith assign to you all contractual claims that we are entitled to on account of the loss or deterioration of the goods against the shipper or the insurer and authorise you to assert such claims on your own behalf, also in court, against the shipper and/or the insurer. In the case of divisible goods and services we are also entitled to partial deliveries without defaulting in delivery due to the goods and services not yet rendered. If we default, you will be entitled to give us a written notice setting an appropriate final deadline of at least two weeks under refusal to accept performance and, after its fruitless expiration, to withdraw from the contract with regard to the delayed delivery. In such a case, you will only be entitled to withdrawal with regard to the partial deliveries that have already been effected if you explain and prove to us your loss of interest in the partial delivery.
III. Prices and payments
Our prices are quoted in Euros and are calculated free domicile from our warehouse plus current statutory VAT. In case of deliveries abroad we bear the costs up to the border of the Federal Republic of Germany unless agreed otherwise. The agreed price is indicated in our order confirmation. If no order confirmation is available, the price can be taken from our quotation, alternatively from our price lists. Our invoices are due immediately upon receipt. We grant a cash discount of 3% for payments within 10 working days from the date of invoice provided that you are not in arrears with the payment of other invoices. If an invoice is not paid within 60 day from the date of invoice, we will charge default interest to the amount of 8 percentage points above the respective base lending rate from the 61st day from the date of invoice, without the requirement of a prior reminder. Bills and cheques will only be accepted in fulfilment and after special agreement, and free of costs and charges to us. In case of noticeable financial difficulties, as they may be proven through default in payment, protest of a cheque or bill, we will be entitled to effect further deliveries to you only against advanced cash payment or by way of security. We will then also be entitled to call due all other open and even deferred invoice amounts. You are only entitled to withholding or offsetting the purchase price in the case of claims that are legally binding or that have been accepted by us.
IV. Notice of defects, warranty and liability
You are obligated to inspect the goods delivered by us after delivery, to the extent to which this may be feasible within the regular course of business, and to carry out this inspection before the delivered goods are sold. Any defects are to be reported to us in writing immediately, with detailed characterisation. Complaints must therefore be registered for review before being returned.
In case that the duty to inspect the goods and to report the defects is breached, the goods, in consideration of the respective defect, are deemed to be approved. This also applies to the verification of the quantities delivered. Defects in the goods delivered including any enclosed descriptions are remedied within a period of one year from delivery (warranty period). After a respective notice, this is effected at our discretion, through a free replacement delivery or a credit. In case of a replacement delivery you must return the defective goods. If the first replacement delivery is defective, too, we will have the opportunity to effect a second replacement delivery. We exclude our liability for slightly negligent breaches of duty insofar as these do not relate to any substantial duties, damage from the injury to life, body or health, or affect warranties or claims according to the Product Liability Act. The same applies to the breach of duty on the part of any subcontractor. If the damage caused by us is grossly negligent, our liability will be limited to the predictable damage resulting from this breach of duty within the ordinary course of business. As outlined above, it is also on account of this liability that we can still be claimed against within the warranty period of one year.
V. Reservation of ownership
All goods delivered remain our property (reserved goods) until all claims, even debatable claims, from business transactions have been satisfied. The same applies to any default interest or law costs. You may only sell the reserved goods in an ordinary business transaction and against payment or reservation of ownership (at least extended form) and only as long as you are not in arrears with your payments. You are obligated to keep reserved goods strictly separately. As of now, you herewith assign to us all claims you are entitled to from the sale or other utilisation of the reserved goods including all ancillary rights (if necessary proportionally). We herewith accept the assignment. The extent of the assigned claims is based on the amount of our purchase price claims towards you. If the value of the reserved property exceeds the claims we are entitled to, we will issue a corresponding release certificate. At our request you are obligated to inform your buyers about the reservation of ownership and the assignment and to surrender the information and the documentation necessary for the collection. The rules mentioned above are not meant as a group reservation. They are independently valid for each company of the IDANA-Group.
VI. Final provisions
You may only assign the rights from contracts concluded with us to a third party with our prior written consent. Ancillary agreements with regard to the contract and changes of the subject terms of contract require the written form. We point out that we and the companies associated with us file and administer the data of all business partners. This information is given according to the Federal Data Protection Act. Place of fulfilment and place of jurisdiction for all legal relationships between you and us, as far as you are a registered merchant, is Dortmund. However, if necessary, we are at liberty to legally claim against you at the location of your head or branch office. Other than that, the law of the Federal Republic of Germany applies, including the Uniform Law on the Formation of Contracts for the International Sale of Goods (CISG). Should individual provisions of this contract be or become wholly or partly invalid, the other provision will remain effective. In this case, the wholly or partly ineffective provision is to be replaced by an agreement that comes closest to the economic content of the ineffective provision or the ineffective part.