Standard Terms and Conditions of Business of the firm Kim Layani GbR, Freiburg
Proprietors: Richard Kim & Philippe Layani, Schulhalde 13A, 79112 Freiburg i.Breisgau, Germany
Delivery and Payment Conditions
The following conditions apply exclusively to all deliveries made by us. Any alterations to these conditions must be made in writing.
2. Offers and Orders
2.a All of our offers are non-binding. A contract is deemed to be concluded when a written order confirmation has been dispatched by us in response to an order. The prices quoted in our offers are net prices and are to be understood as exclusive of statutory value added tax.
2.b If the Buyer withdraws an order on grounds for which he bears responsibility, we shall – in the case of neutral goods – charge a sum in the amount of 50% of the total order value. This is without prejudice to our right to prove and claim higher actual costs or a greater loss. The Buyer retains the right to prove a smaller loss.
3.a Unless otherwise agreed in writing, payments must be made in advance after the order confirmation is dispatched.
3.b In the event of delay, default interest will be charged in the amount of 6.5% above the discount rate of the Deutsche Bundesbank (German Central Bank). We reserve the right to claim any further losses caused by the delay.
3.c All accounts receivable from the Buyer shall become immediately due if the Buyer is in default of payment or if his financial circumstances materially deteriorate after the dispatch of an order confirmation.
3.d Price alterations are permitted if there is a period of more than four months between conclusion of the contract and the agreed delivery date. We are entitled to increase the price appropriately in accordance with any increases in wages, the cost of materials or market cost prices occurring after the conclusion of the contract and before delivery is completed. The Buyer will only have the right to withdraw from the contract if the increase in price considerably exceeds the rise in the general cost of living between the order being made and delivery. If the Buyer is a merchant, a legal public law entity or a special fund under public law, price alterations in accordance with the above provision are permitted if there is a period of more than six weeks between conclusion of the contract and delivery.
4. Retention of Title
4.a The firm Kim Layani Gbr retains its title to the delivered goods until all accounts receivable, including any interest, have been paid in full.
4.b If the Buyer is in default, we have the right to demand the return of any retained goods at any time.
4.c The Buyer must notify us immediately if a third party takes any recourse in relation to the retained goods.
4.d Our written consent is required for any transfer of ownership by way of security, sale as collateral, pledging or other disposition of the retained goods.
4.e The Buyer undertakes to adequately insure the retained goods at its own cost against theft, robbery, burglary and damage by fire or water. The Buyer now hereby assigns all insurance claims which may arise under such insurance to Kim Layani GbR.
5.a Unless otherwise agreed in writing, delivery will be made at the cost and risk of the recipient or person placing the order (Buyer). Delivery and packaging will be charged at cost. Delivery periods stated in offers and order confirmations are merely approximate and are not binding. We do not accept any liability for delays in transportation and defects caused by damage to packaging.
5.b The obligation to comply with a fixed deadline for delivery will expire if the Buyer does not provide the seller with the information and documents necessary for production within the agreed period. This shall also apply if the Buyer does not make an advance payment within the period agreed.
5.c Complaints relating to transportation damage in particular must be notified to us within 24 hours of receipt of the goods.
6.a In the event of a claim under a warranty, the rights of the Buyer are limited to rectification of the defects or the free delivery of a replacement in return for the return of the delivery in question.
6.b Warranty claims will not exist if the Buyer has undertaken (or arranged for the undertaking of) alterations or repairs without our prior written consent.
6.c Warranty claims can only be made by the direct Buyer and are not assignable. 6.d We reserve the right to make deviations from draft layouts/designs in relation to pattern, colour, characteristics etc. if these are usual in the trade or due to technical requirements. Colours in particular may deviate from draft layouts/designs because of the different dyeing processes. Technical information is based exclusively upon the manufacturer’s information. We reserve the right to make alterations to design or form during the delivery period which are attributable to improvements in technology or statutory requirements if the item to be delivered is not altered materially and it is reasonable to expect the Buyer to accept the alterations.
We will only be liable in tort for gross negligence or intention, but not in excess of the value of the goods connected with the loss. All other liability is excluded. In particular, where there is a fixed deadline for delivery, the seller will have no liability for any delays in delivery caused by force majeure or other reasons outside the seller’s control. The above provisions also apply to the actions of our vicarious agents and subcontractors.
8. Contractual Right of Withdrawal
We are entitled to withdraw from the contract if, after the contract is concluded, the Buyer’s financial circumstances materially deteriorate or the Buyer becomes insolvent.
We reserve all rights to our printed or electronic publications or finished promotional items as well as our ideas for promotional events. This also applies to any reproduction or storing of printed or electronic catalogues as well as lists of proposals. In the event that an order confirmation is given, the Buyer affirms that it possesses all rights of use in relation to all design elements, particularly logos and trademarks. The Buyer also affirms that the design employed does not infringe any rights of third parties. The Buyer will indemnify the Seller against any third party claims relating to the infringement of its rights by any design elements. By submitting its draft layouts/designs, the Buyer agrees that the Seller may use the finished design or its image as a reference sample. This use can take place for an unlimited period after the completion of a production.
10. Other provisions
10.a The assignment of the Buyer’s rights and obligations arising out of the contract concluded with us requires our prior written consent in order to be effective.
10.b If any individual conditions are invalid, this will not affect the validity of any other conditions.
10.c Freiburg im Breisgau is the place of performance for all obligations as well as the place of jurisdiction.
10.d Regardless of whether the business is transacted and/or the Buyer’s registered office is abroad, orders and deliveries are subject exclusively to German law excluding the statutes concerning the international sale of moveable property.