GENERAL TERMS AND CONDITIONS Karlie GmbH

GENERAL TERMS AND CONDITIONS Karlie GmbH
(Status 01.05.2021)

Scope

1.1 The following terms and conditions apply to all contracts concluded between the buyer and Karlie GmbH (hereinafter referred to as Karlie or the seller) for the delivery of goods. They also apply to all future business relations, even if they are not expressly agreed again. Deviating terms and conditions of the buyer, which Karlie does not expressly acknowledge, are not binding for Karlie, even if Karlie does not expressly object to them. The following terms and conditions of business shall also apply if Karlie executes the order of the purchaser without reservation in the knowledge of conflicting or deviating terms and conditions of the purchaser.

1.2 All agreements made between the buyer and Karlie for the execution of the purchase agreements are set down in writing in the agreements.

1.3 Karlie's offers are only directed at commercial customers. Consumers in the sense of § 13 BGB are not supplied. The customer assures by his registration that he is an entrepreneur in the sense of § 14 BGB and that he uses the goods exclusively for entrepreneurial purposes.

Offer and delivery and conclusion of contract

2.1 Karlie's offers are subject to change unless otherwise stated in the order confirmation. Agreements or promises made by our field service or an agent of Karlie GmbH require written confirmation, otherwise extraordinary agreements are invalid.

2.2 In case of delivery abroad, the delivery and payment modalities according to the offer or order confirmation shall apply. Other conditions are valid except for the passage "payment modalities" according to these GTC, conditions according to the order confirmation.

2.3 In the case of orders placed by telephone, email, fax, EDI or PDA with Karlie field staff, a contract is concluded when we have confirmed the order placed in writing or have indicated our acceptance of the order by delivering the goods.

2.4 The contract is concluded as follows when using the online shop: The catalogue of goods displayed on the website www.karlie.de does not constitute an offer in the legal sense. By placing an order, the customer makes a binding offer to enter into a contract. Input errors can be corrected before sending the order using the usual keyboard and mouse functions. By clicking on the "Place Order" button, the customer submits a binding offer to purchase. Upon receipt of the customer's offer by Karlie, the customer will receive an automatically generated e-mail stating the receipt of the order and its details. This confirmation does not constitute an acceptance of the offer by the seller. An order of the customer is expressly accepted by sending a corresponding order confirmation or impliedly by executing the delivery or service.

2.4.1 Minimum order values, processing fees, delivery costs

2.4.1.1 The minimum order value is EUR 250.

2.4.1.2 Up to an order value of EUR 250 (excluding VAT and excluding shipping costs), we charge freight at cost price for domestic deliveries. From an order value of EUR 250 (excluding VAT and shipping costs), we deliver free to the customer's premises, in the case of rail consignments free to the station of destination, and in the case of forwarding consignments free to the place of destination.

2.4.1.3 For all other countries, we charge freight up to an order value of EUR 350 at cost price up to the respective agreed free domicile limit.

2.4.1.4 Subsequent orders and changes to orders already in progress cannot be considered.

2.4.2 Shipping

Without exception, shipment shall be at the risk of the recipient. Unless otherwise agreed, the risk of accidental loss and deterioration shall pass to the carrier upon handover. Any transport damage caused by the forwarder/carrier commissioned by Karlie should be reported to Karlie immediately after receipt of the goods. The customer is obliged to have recognisable transport damage certified by the carrier immediately upon receipt in order to assert claims for compensation against the carrier. Karlie will endeavour to assist the customer in dealing with transport damage. Damage that is not visible from the outside must be reported immediately to the carrier by telephone and in writing. The customer is solely responsible for compliance with the time limit and handling of the transport damage. As the recipient, the customer is entitled to assert claims against the transport company arising from the freight contract in his own name in accordance with § 421 of the German Commercial Code (HGB).

2.4.3 Delivery time

2.4.3.1 Delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information.

2.4.3.2 If insolvency proceedings are opened against the Buyer's assets or in the event that an application for insolvency is filed with the competent court, Karlie may withdraw from the contract.

2.4.3.3 Karlie is entitled to make partial deliveries and render partial services at any time, insofar as this is reasonable for the customer.

2.4.3.4 If the purchaser is in default of acceptance, Karlie is entitled to demand compensation for the resulting damage and any additional expenses. The same applies if the buyer culpably violates duties to cooperate. The risk of accidental deterioration and accidental loss shall pass to the buyer at the latest when the buyer is in default of acceptance or debtor's delay.

2.5 We do not store the text of the contract.

Defects, warranty and liability

3.1 Claims for defects on the part of the purchaser shall only exist if the purchaser has duly fulfilled its duties of inspection and notification of defects owed under § 377 of the German Commercial Code (HGB).

3.2 Unless otherwise agreed, the quality of the goods results exclusively from the product description.

3.3 Properties of samples and specimens are only binding if they have been expressly agreed as properties of the goods.

3.4 Information on quality and durability as well as other information do not constitute a guarantee promise unless they have been agreed and designated as such.

3.5 The buyer is obliged to store the goods in accordance with the instructions. The warranty is excluded for defects that arise due to the customer's fault for improper storage.

3.6 In the event of justified complaints, the purchaser has the right to subsequent performance. Within the scope of subsequent performance, Karlie will remedy the defect at its discretion either by subsequent delivery (delivery of new goods) or by rectification (removal of the defect).
Should you return a package or parts of the goods to us, we can unfortunately only accept prepaid packages for organisational reasons. Each return will be checked; in the event of a justified complaint, the postage costs will be credited to the customer's account. Unfree parcels will automatically not be delivered to us by Deutsche Post AG and/or parcel services and will be returned at the customer's expense.
The purchaser has to grant Karlie a reasonable period of time for subsequent performance. In the event of rectification of defects, Karlie shall bear the necessary expenses, insofar as these are not increased because the subject matter of the contract is located at a place other than the place of performance. If the subsequent performance has failed, the purchaser may, at his discretion, demand a reduction of the purchase price or declare his withdrawal from the contract. The subsequent improvement shall be deemed to have failed with the second unsuccessful attempt, unless further attempts at subsequent improvement are reasonable and acceptable to the buyer due to the subject matter of the contract. The buyer may only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed. The purchaser's right to assert further claims for damages under the following conditions remains unaffected by this.

3.7 For new goods, the warranty period is one year from delivery of the goods. These limitations of liability shall not apply to damages culpably caused by the Seller resulting from injury to life, body or health and damages caused by gross negligence or wilful misconduct or fraudulent intent on the part of the Seller and in the event of the assumption of a guarantee for the quality of the goods by the Seller or if claims under the Product Liability Act are affected.

3.8 Liability for damage to legal assets other than life, limb or health is excluded unless the damage is due to intentional or grossly negligent conduct on the part of the Seller, one of its legal representatives or one of its vicarious agents and the conduct is also not a breach of ancillary obligations essential to the purpose of the contract. This exclusion of liability shall not apply insofar as claims under the Product Liability Act are concerned.

3.9 Further claims for damages are excluded, in particular compensation for indirect damages and damages that occur due to force majeure, i.e. unforeseeable unavoidable events.

Prices and processing fees

4.1 All prices are prices in EURO and apply ex works without packaging, without any duties and taxes to be paid, unless otherwise specified in the order confirmation. The prices do not include the statutory value added tax. Karlie will show this separately in the invoice at the statutory rate on the day of invoicing.

4.2 If the delivery date is more than four months after the conclusion of the contract, Karlie is entitled to increase the prices appropriately and to adjust the prices to changed price bases (material, wages, etc.). The prices valid on the delivery date will then apply.

4.3 New price lists or catalogues replace all previous price lists and catalogues. Misprints or obvious errors in lists, offers, catalogues, order confirmations or similar do not entitle the buyer to assert any claims.

4.4 Bank charges shall be borne by the buyer.

4.5 Karlie cartons will be charged at cost price and will not be taken back. Processing costs of 13,- EURO per consignment will be charged for the preparation of the export papers as well as any bank charges incurred. For each pallet not exchanged we charge 8,- EURO.

4.6 The Buyer shall only be entitled to assert a right of retention or set-off to the extent that the underlying counterclaim has been legally established or is not disputed.

Payment modalities

5.1 Initial deliveries and deliveries in individual cases that would have to be named shall be made on a cash on delivery basis or only after confirmed advance payment has been made. The cash on delivery costs shall be borne by the buyer.

5.2 The purchase price is due for payment 30 days after the invoice is issued to the buyer, unless otherwise agreed. In the event of settlement within 8 days or immediate direct debit, the buyer shall be granted a discount of 2%, provided that no due items remain unpaid. Each payment shall be credited to the oldest outstanding invoice. Repayment of a debt from the delivery of goods in instalments is excluded.

5.3 If payment by direct debit has been agreed and the direct debit is not honoured due to insufficient funds, further deliveries shall be made only by cash on delivery after settlement of the uncollected amount until further notice.

5.4 In case of cessation of payments or application for opening of insolvency proceedings, all claims of Karlie become due.

5.5 In the event of late payment, the Buyer shall be obliged to pay interest on arrears at the statutory rate from the due date.

Retention of title

6.1 The delivered goods remain the property of Karlie until the purchase price has been paid in full.

6.2 The purchaser is obliged to inform Karlie immediately in writing in the event of seizure or other interventions by third parties.

6.3 The purchaser is entitled to resell the purchased item in the ordinary course of business; however, the purchaser already now assigns to Karlie all claims in the amount of the final invoice amount (including VAT) of the claim, which accrue to the purchaser from the resale against its customers or third parties, irrespective of whether the purchased item has been resold without or after processing.

6.4 The buyer remains authorised to collect this claim even after the assignment. Karlie is at the same time entitled to collect the claim itself. However, Karlie undertakes not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, Karlie may demand that the customer informs Karlie of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

6.5 Karlie undertakes to release the securities to which it is entitled at the request of the customer insofar as the realisable value of the securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent upon Karlie.

Subrogation

7.1 Karlie is entitled to assign the claims arising from our business relationship.

General provisions

8.1 The place of performance for the obligation arising from the contractual relationship is Paderborn, the competent court for all disputes arising from the contractual relationship is Paderborn. This also applies to claims arising from bills of exchange, cheques and/or direct debits. Karlie GmbH reserves the right to sue contractual partners before any other court having jurisdiction according to the general rules of procedural law.

8.2 The contractual relationship shall be governed by the law of the Federal Republic of Germany. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG, as of April 11, 1980) is excluded. Should individual provisions of these GTCs be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the remaining provisions of these GTCs shall remain unaffected.

8.3 The contractual language is German. Translations of these GTC exist. In the event of contradictions or ambiguities, the terms and conditions in German shall apply.