2. Prices, order acceptance, delivery obligation
Offers from PROLIMITS are always and in all parts non-binding and subject to change.
By placing an order, the buyer declares his solvency and creditworthiness. If there are reasonable concerns about payment or creditworthiness after the order has been accepted, PROLIMITS is entitled to either make the fulfillment of the contract dependent on an advance payment or security deposit, or to withdraw from the contract.
Orders placed are only considered accepted if they have been confirmed by PROLIMITS or the order has been executed.
The buyer is not entitled to delivery in the event of a lack of readiness to deliver as a result of force majeure, strike, lockout, delay in delivery by the upstream supplier and other events for which PROLIMITS is not responsible. Buyers and PROLIMITS are entitled to withdraw from this case, excluding claims for damages.
3. Delivery time
The delivery dates stated in an order confirmation are adhered to if possible, but are non-binding. A late delivery does not entitle to withdraw from the contract or to claim damages. With delivery and unconditional acceptance of possibly late delivered goods, the delivery is considered to be accepted on time and properly. In the event of a delay in delivery caused by PROLIMITS , the buyer has the right to withdraw from the contract in whole or in part if he has previously set a reasonable grace period of at least 4 weeks in writing, upon receipt of the grace period by PROLIMITS starts to run. The buyer can only claim compensation for non-performance if PROLIMITS or its agents have caused the damage intentionally or through gross negligence. The extended liability of § 287 BGB is expressly excluded.
The prices stated by PROLIMITS are always inclusive of VAT for consumers and commercial customers. Invoices to these buyers include the applicable statutory value-added tax. Unless otherwise agreed, the prices apply ex works without packaging and transport costs.
5. Terms of payment
The goods and services are invoiced in EURO on the day of delivery. Deliveries are made against prepayment, unless different conditions have been agreed. Partial shipments are subject to the same payment terms. Checks are not accepted. Subject to § 366 BGB, PROLIMITS is entitled to offset payments made by the buyer against his older claims.
After the due date and receipt of the invoice or equivalent payment schedule, the buyer is in default even without a reminder. In the event of late payment, all claims become due immediately. From the due date of the invoice amounts, consumers are charged default interest of 4.17% above the base rate (from the due date), otherwise 8.17% interest above the base rate, as well as any judicial and / or extrajudicial costs of the dunning procedure. In the event of a delay in payment, PROLIMITS can either take back the delivered items and, contrary to the legal provisions governing pawn sales, use them in the best possible way for the account and risk of the buyer or take them over as security only, without the buyer thereby losing performance of the contract, in particular immediate Payment of unpaid claims is released. Delayed payment generally raises concerns about the buyer's creditworthiness and creditworthiness (Section 2.2).
6. Complaint about defects, warranty
Transport damage must always be reported to the forwarder or carrier immediately. If the goods are unloaded, an inventory of the facts must be requested from the carrier immediately. Complaints about recognizable defects must be reported in writing immediately, at the latest within 8 days after receipt of the goods. Hidden defects must be reported in writing immediately after becoming aware of them; only consumers have a maximum period of one year to report non-obvious defects. Liability for consequential damage is excluded. The warranty period for defects is 1 year, for consumer goods 2 years and begins on the date of delivery.
At PROLIMITS 's option, the buyer's warranty claim extends either to the improvement or replacement delivery of the same or similar items and quality. The buyer gives PROLIMITS sufficient time and opportunity for this. In the case of a purchase of consumer goods, the buyer retains the right to reduce the amount in the event of a failed repair or subsequent performance. Additional claims, such as B. Compensation for non-performance are excluded. The buyer must keep the rejected goods available and, after consultation with PROLIMITS , send them properly packaged and return them free of charge at their own risk. PROLIMITS will refuse to accept returned, rejected goods without prior consultation. Due to a notice of defects, the buyer is not entitled to withhold or reduce payments.
7. Reservation of proprietary rights
The goods remain the property of PROLIMITS until all claims from the business relationship with the buyer have been paid in full.
The buyer is entitled to resell the goods in the ordinary course of business, taking into account the following provisions: The buyer's authorization to sell goods subject to retention of title ends with his suspension of payment or when the bankruptcy procedure or the settlement procedure for averting the assets of the buyer ends filing for bankruptcy. Resale is only duly if PROLIMITS receives the security rights contained in these conditions, in particular the claims against the respective third party assigned in advance. The buyer hereby assigns the claims from the resale of the reserved goods to PROLIMITS. PROLIMITS will not collect the assigned claims as long as the buyer meets his payment obligation. However, the buyer is obliged to provide PROLIMITS with the full details of the third party debtor on request and to notify them of the assignment. The buyer is entitled to collect the claims himself as long as PROLIMITS does not issue any other instructions.
Pledging or transfer by way of security of the reserved goods or the claims assigned to PROLIMITS are not permitted. Seizures of the goods subject to retention of title must be reported to PROLIMITS immediately in writing and the attachment creditors must be informed of the reservation of ownership in writing. The buyer is obliged, as soon as he has stopped the payments and immediately after the announcement of the suspension of payment, to send PROLIMITS a list of the remaining goods subject to retention of title and a list of the claim to the third-party debtor together with a copy of the invoice. Amounts received from assigned claims are to be kept separately until the transfer.
A breach of this obligation makes the buyer liable for damages, the amount of the compensation corresponding to the value of the collateral that existed at the time of the resale or cessation of payment. In order to secure the purchase price claims from previous deliveries, from the current business and from future deliveries, the buyer transfers all paid and unpaid goods from PROLIMITS, located in the customer's business premises and in its warehouses, to PROLIMITS. The purchaser must carefully store the goods as if they were his own goods and only resell them to the extent that it is certain that the transferred proceeds from the resale will flow to PROLIMITS.
PROLIMITS is entitled to demand the goods subject to retention of title from the seller without setting a grace period or a declaration of withdrawal, or to demand assignment of the buyer's surrender claims against third parties if the buyer does not meet his contractual obligations, in particular improperly treats the goods subject to retention of title or falls behind with the purchase price or with parts thereof. The buyer can only demand repayment of payments made when PROLIMITS has withdrawn from the contract and when the reserved goods have been released to PROLIMITS.
The buyer is obliged to adequately insure the goods subject to retention of title against fire, burglary, theft and water damage. Insurance claims are already assigned to PROLIMITS in the amount of the goods value. PROLIMITS undertakes to release the backups to which it is entitled in accordance with the above provisions to the extent that its value exceeds the claims to be secured by 25%. The returned goods will be credited according to the condition. It is agreed between the buyer and PROLIMITS that a discount can be applied to the returned goods.
If the goods are mixed or combined with other objects, the buyer transfers his ownership or co-ownership rights to the mixed stocks or the new object to PROLIMITS. When processing with other goods, PROLIMITS is entitled to co-ownership of the new item in the ratio of the value of the reserved goods to the other goods at the time of processing. The buyer's claim from the resale is hereby assigned to PROLIMITS.
8. Terms and conditions
Should individual parts of these general terms and conditions of sale and payment be legally ineffective, the effectiveness of the remaining provisions will not be affected.
The law of the Federal Republic of Germany applies exclusively, unless otherwise agreed.