GIZEH Raucherbedarf GmbH, Gummersbach, Germany

General Terms and Conditions of Business 

§ 1 General - Area of application

(1) These conditions of sale apply to entrepreneurs, merchants, companies and commercial legal persons in the sense of the German Civil Code (BGB- Bürgerliches Gesetzbuch) and Commercial Code (HGB– Handelsgesetzbuch).

(2) Currently valid versions of the subsidiary applicable legal materials of BGB and HGB can be found at https://www.gesetze-im-internet.de.

(3) The conditions on hand apply to the sale and / or delivery of our goods outside the territory of the Federal Republic of Germany and can be found on https://www.gizeh-online.com/en/terms-and-conditions

(4) We will only recognize terms of the ordering party that conflict with or deviate from our conditions of sale if we have expressly consented to their application in writing.

(5) Orders and deliveries of/for a customer do not constitute a separate or even exclusive legal status of the customer, neither in territorial, temporal, product-specific or other respects. In any case, the establishment of such special conditions requires separate, written and clear agreements with our management.

§ 2 Offer - Offer documents

(1) The acceptance of all orders is subject to confirmation with regard to the delivery date and delivery quantity.  In the event of a partial acceptance of an order, there is no obligation to supply the remaining quantity.

(2) We retain proprietary rights and copyright to illustrations, drawings, calculations and other documents. 

(3) As far as documents are designated as “confidential”, the customer requires our express written consent before sharing these with third parties.

§ 3 Prices - Payment terms

(1) Basis for a contract is the price of goods on the day of order. If the delivery is subject to VAT, the tax is payable by the buyer.

(2) Statutory value added tax (VAT) is not included in our prices. If VAT is applicable, the tax will be shown separately on the invoice, payable by the buyer.

§ 4 Delivery terms - Delivery time

(1) The start of the delivery time stated by us requires the timely and proper fulfilment of the obligations of the ordering party. The defense of non-performance of the contract is reserved. 

(2) Delivery will only be made in the original packaging. Unless specified differently the delivery conditions are EXW (ex warehouse). In any case special charges that are incurred as a result of unplanned urgent and express consignments will be borne by the recipient.  

(3) If the customer is late in accepting the goods or if it culpably breaches other obligations to cooperate, we are entitled to demand reimbursement of the loss incurred by us, including any additional expenditure. We reserve the right to bring further claims. If the aforesaid conditions are present, the risk of accidental loss or deterioration of the purchased items passes to the ordering party at the time when it defaults on acceptance or payment.

(4) We shall not be in breach of this Agreement, nor liable for any failure or delay in performance of its obligations arising from or attributable to acts, events, omissions or accidents beyond our reasonable Control, including but not limited to all forms of Acts of God, including flood, earthquake, windstorm or other natural disaster; war, threat of or preparation for war, armed conflict, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots.

§ 5 Transfer of risk

(1) Unless otherwise specified in our order confirmation, delivery is made “ex warehouse”. 

(2) If the goods are sent directly to the ordering party at its request, it does not mean a deviation from the EXW-Agreement in regards of the transfer of risk. In this case the risk associated with the accidental loss or accidental deterioration of the goods passes to the ordering party when they are sent to the ordering party, and in any event no later than when the goods leave the warehouse. This applies irrespective of whether the goods are sent from the place of performance and who pays for the shipping costs.

§ 6 Liability for defects

(1) Claims for defects by the customer require the customer to have duly complied with its examination and complaint obligations pursuant to § 377 German Commercial Code (HGB). 

(2) Claims for defects expire 6 months after delivery of the goods supplied by us to the ordering party or its representative.

(3) If the goods supplied have defects that were already present at the time when risk passed, we will (at our election and subject to the complaint having been made in time) repair the goods or supply replacement goods. The option of subsequent performance within a reasonable time limit is always   available to us. Recourse claims are without restriction unaffected by this provision.

§ 7 Total liability

(1) Any further liability for damages other than that provided for in § 6 is excluded, irrespective of the legal nature of the claim brought. This applies in particular to claims for damages arising from fault when the contract was entered into, from other breaches of obligations and from tort claims for compensation for property damage pursuant to § 823 BGB.

(2) The limitation under section (1) also applies to the extent that the ordering party demands reimbursement of expenses instead of demanding damages in lieu of performance.

(3) To the extent that our liability for compensation is excluded or limited, this also applies to the personal liability for compensation of our employees, representatives and vicarious agents.

§ 8 Security of retention of title

(1) The goods supplied remain our property until all amounts owing under the delivery contract have been paid. This also applies to all future deliveries, even where we do not always expressly mention this. We are entitled to take back the goods purchased if the ordering party acts in a way that breaches the contract. Taking back the goods purchased does not rescind the contract, so long as this is not expressly stated in writing.

(2) The ordering party is obliged to handle the purchased goods with care to the extent that ownership has not yet been transferred to it.

(3) The ordering party must immediately inform us in writing about any attachment of assets or other action taken by third parties to the extent that ownership has not yet been transferred. To the extent that the third party is unable to reimburse us for the court and out-of-court costs of a complaint pursuant to § 771 German Code of Civil Procedure (ZPO), the customer will be liable for the loss incurred by us.

(4) The ordering party is entitled to re-sell the reserved goods in the normal course of business. The ordering party hereby assigns to us the receivables owed to it by the purchaser of the reserved goods in an amount equal to the final invoice amount agreed with us, together with VAT. This assignment applies irrespective of whether the goods have been re-sold without or after processing. The ordering party remains entitled to collect the receivable from the third party purchaser, even after the assignment. Our power to collect the receivable ourselves is not affected by this.

(5) We undertake to release security to which we are entitled at the request of the ordering party if the realizable value of our security exceeds the receivables to be secured by more than 20%.

§ 9 Miscellaneous

(1) The legal relationship with the ordering party is subject to the law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Exclusive place of jurisdiction is Gummersbach, Germany.

(3) If individual provisions of these terms of sale are or become invalid, or if they are incomplete, this does not affect the validity of the remaining provisions. The parties undertake to agree on a legally permissible     provision to replace the invalid provision that most closely matches the economic purpose of the invalid provision and/or completes the gap.

Revised  07-Aug-2018