General Terms and Conditions (GTC)
Teppiche Lalee OHG Düren (Amtsgericht Düren HR A 1708)
- All sales and deliveries are made solely on the basis of the following terms of sale, delivery and payment. The (purchase) conditions of the buyer are only valid insofar as they do not contradict our terms and conditions. Any deviating conditions of the buyer require our written consent. The provisions of the United Nations Convention on the Assignment of Receivables in International Trade are already conditional on the moment of their entry into force as agreed. By placing an order/receiving the goods, the buyer confirms the acceptance of the goods and the obligation to pay. Teppiche Lalee OHG may, without stating reasons, withdraw from the contract if it can be assumed that the delivery to the buyer poses a financial risk to them.
- The nature of the delivery and the settlement of the costs incurred are determined individually, or they result from the regular practice of the business relationship. The buyer always bears the transportation risk.
- Delivery time
- Due to backlogged quantities, the payment of previous partial deliveries cannot be refused within the terms of payment of Teppiche Lalee OHG. Binding deadlines are only valid after explicit written confirmation by Teppiche Lalee OHG.
- (1) Cash payment applies upon delivery of the goods without requiring further agreement. The buyer confirms the obligation to pay within the agreed payment period by accepting the goods. The costs for late payment are calculated according to the legal regulations. The buyer is only entitled to offset rights if their counterclaims have been legally established, are undisputed or acknowledged; furthermore, they are only entitled to exercise a right of retention insofar as their counterclaim is based on the same legal relationship. This also applies if Teppiche Lalee OHG should fall into financial difficulties.
- (2) In the event of a corresponding written notification by Teppiche Lalee OHG, the claims arising from the business relationship can be assigned by them to SüdFactoring GmbH, Pariser Platz 7, 70173 Stuttgart. In this case, payments with debt-discharging effect can only be made to SüdFactoring GmbH. Decisive for the time of payment is the receipt of the credit on the account on the invoice, which has been assigned to SüdFactoring GmbH.
- Payment due date
- Unless otherwise agreed, the purchase price claim is due immediately upon delivery of the goods to the buyer. Subject to a specific term of payment, the buyer shall be in default of payment if they fail to make payment within 15 days of the due date at the latest. Should the customer be in default of payment of a claim in whole or in part, then all existing claims shall be due for payment immediately.
- Retention of title
- (1) Teppiche Lalee OHG retains ownership of the delivered goods until full payment of the purchase price and until payment of all outstanding amounts from the business relationship, including all balance claims, including those from sales contracts or current accounts, as well as any refinancing or reversal bills.
- (2) By processing these goods of Teppiche Lalee OHG, the buyer does not acquire ownership of the wholly or partly manufactured goods; the processing is exclusively free of charge for the seller. However, should the retention of title cease to exist due to any circumstances, the seller and the buyer agree that the ownership of the goods shall be transferred to the seller who accepts the transfer. The buyer remains their custodian free of charge. When processing goods that are still owned by third parties, the seller acquires co-ownership of the new items. The extent of this co-ownership results from the ratio of the invoice value of the goods delivered by the seller to the invoice value of the remaining goods. The buyer is entitled to sell the reserved goods in the proper course of business, however, a transfer by way of security or pledging the reserved goods by the buyer is excluded. The buyer hereby assigns the claims resulting from the resale of the reserved goods, including any balance claims, to the accepting Teppiche Lalee OHG, irrespective of whether the goods were sold without or after combination or mixing. Teppiche Lalee OHG shall be released from the securities regulated above at the discretion of the buyer, provided that they exceed the value of the secured claims by more than 20%.
- (3) If third parties access the reserved goods, the buyer shall indicate that they are owned by Teppiche Lalee OHG. Teppiche Lalee OHG is entitled to demand payment of arrears at any time, to demand where the goods delivered under retention of title are located or to whom the buyer has resold the goods, where necessary. In the event of arrears of payment or other substantial breaches of contract, Teppiche Lalee OHG is entitled to demand access to the delivered reserved goods at any time, e.g. to inventory or photograph them. Teppiche Lalee OHG may take the goods with them and/or demand them out of the retention of title if they withdraw from the contract. In the event of a combination or mixing or the resale of delivered retention of title goods together with other goods, Teppiche Lalee OHG is entitled to demand information about which other items from which other suppliers the combination, mixing or resale to which exact value shares, in order to enable Teppiche Lalee OHG, particularly in the cases of the preceding paragraph 2, to determine and realise the exact value of the security within the meaning of paragraph 2. In addition, Teppiche Lalee OHG may at any time require the separate storage or labelling of securities within the meaning of the preceding paragraphs 1 and 2 if there is a risk of confusion or lack of difference to any third party security. Further claims, for whatever legal reason, e.g. for damages, shall remain unaffected in all cases of the above regulations/paragraphs above.
- (4) A possible return of goods takes place only for reasons of safety, and in no case does this indicate withdrawal from the contract, even if partial payments were permitted later.
- Debit authorisation
- As long as they meet their payment obligations the buyer can collect the outstanding debts for themselves until revocation is made. In the event of a suspension of payment, application for insolvency proceedings, non-acceptance of a cheque or bill of exchange or a seizure, the right to resale or process the goods and to collect the outstanding amounts expires. Afterwards, incoming assigned receivables shall accumulate immediately on a special account.
- Complaints due to obvious defects must be made by the buyer in writing within 3 days of receipt of the delivery. Hidden defects should be reported in writing within 7 days, but no later than 3 months after delivery. In the case of timely and justified complaints, Teppiche Lalee OHG will either replace or repair the product at your discretion. For this purpose, there is a reasonable period of notice of at least 4 weeks from receipt of the written complaint. If a defect cannot be remedied by repair or replacement, the buyer may demand the reduction of the purchase price. Any product responsibility of SüdFactoring GmbH, Pariser Platz 7, 70173 Stuttgart, is excluded.
- Teppiche Lalee OHG is entitled to collect, store, process, use and transfer information and data about the buyer to third parties, in particular for the purpose of collecting debts or outsourced debtor management for storage, processing and use. Teppiche Lalee OHG buyer data shall be stored and processed in the IT system, as far as this is necessary for business and in accordance with the law.
- If advertising material or promotional items are made available to the buyer free of charge, they must be returned to Teppiche Lalee OHG upon termination of the business relationship.
- Court of jurisdiction
- The jurisdiction for all disputes arising from the contractual relationship is the registered office of Teppiche Lalee OHG, insofar as the buyer should be regarded as an entrepreneur, or optionally the headquarters of SüdFactoring GmbH (Stuttgart). The place of fulfilment is the registered office of Teppiche Lalee OHG. A may also be optionally filed at the registered office of the customer.
- Assignment of the security claims
- All existing rights in favour of the seller from the agreed security agreements, in particular security and reserved property in all forms, are transferred to SüdFactoring GmbH.
- Offsetting/retention rights
- The buyer is only entitled to offset rights if their counterclaims have been legally established, are undisputed or acknowledged; furthermore, they are only entitled to exercise a right of retention insofar as their counterclaim is based on the same legal relationship. This also applies in case of loss of assets of the seller.
The invalidity of individual provisions is not deemed to affect the validity of the remaining provisions.