Terms and Conditions of Sales, Delivery and Business
Our deliveries, services and offers/quotations are made exclusively on the basis of these terms and conditions. All previous agreements are hereby rendered invalid. Any deviations from the following terms and conditions will require our express written confirmation. This also applies to sales transactions by our representatives and orders placed by telephone. Any counter-confirmations of the buyer/customer with reference to his own terms and conditions of business or purchasing are hereby expressly objected to.
All prices are list prices and subject to change without notice in euro currency, plus the statutory value-added tax applicable on the day of delivery. Value-added tax is listed separately in our invoices. In the event of major exchange rate fluctuations (especially US dollars to euros) the purchase prices will change accordingly without prior notification of the buyer.
Intermediary trade exclusion:
Our deliveries are made exclusively for resale to end customers. Intermediary trade with our products is completely excluded.
Terms of delivery:
We reserve the right to make deliveries for any incoming order subject to availability. Any delivery dates stated will be adhered to as far as possible, but deemed to be non-binding. We reserve the right to make partial deliveries as well as delivery of equivalent alternative items. Claims for damages due to non-delivery or delay in delivery cannot be made. A one-time or initial delivery made to the buyer outside of a partner agreement does not constitute any obligation on our part to continue to supply this buyer with products.
Cancellation of orders:
Existing orders can only be cancelled in writing by setting a written 14-day period of grace and in the event that this period of grace for delivery is not adhered to. If the subject matter of our services is a custom-made product, we are entitled to demand a payment of 50% of the purchase price from the buyer/customer at the time of order confirmation. The residual purchase price will be due for payment at the time we give notice that the product is ready for delivery. Custom-made products can no longer be cancelled once such products have been made or produced at the request of the buyer/customer!
Buyer’s obligation to accept the goods:
The buyer is obliged to take delivery of the purchased item within 14 days of receipt of the notification that the product is ready for delivery. In the event of non-acceptance, we will have the right to exercise respective statutory rights. In the event that we demand compensation for damages such compensation will amount to 15% of the agreed purchase price. The compensation for damages will be higher or lower in the event that we prove higher damages or the buyer proves lower damages.
Surcharge for small quantities:
For orders of € 50.00 or less, we will charge a handling fee of € 7.50.
Products will be shipped at the expense and risk of the buyer/customer ex warehouse Idstein or assembly plant. Unless otherwise agreed, the choice of packaging and mode of shipment will be at our discretion. For all orders, we will charge a flat rate of € 12.00 per parcel or € 22.00 for complete bicycles within Germany. Subsequent shipments for which we are at fault will be delivered free of charge without any additional costs or included in the next shipment. In the case of other types of dispatch prescribed by the customer, such as express shipments and the like, the additional costs incurred will be charged to the buyer/customer. Excluded are deliveries that cannot be made from our warehouse in Idstein. For such shipments, all freight and packaging costs will be borne by the buyer/customer in any case. For export deliveries, the costs incurred will be invoiced.
Terms of payment:
In the case of first-time delivery to new customers, deliveries will generally be invoiced on advance payment or cash on delivery. Any discounts that may have been agreed will not apply to discounted products, special editions and special sales promotions. Unless otherwise agreed, payments must be made within 15 days of the invoice date net cash. A direct debit will be made on the day of delivery. In the case of unjustified or insufficient coverage of direct debit returns, we will charge a handling fee of € 20.00. Payments are only legally valid if made to our cash register or to a bank or postal bank account specified by us. In the case of transfers to a bank or postal bank account, the date of receipt of payment will be deemed to be the date on which the bank or postal bank has credited the payment, in the case of checks the date on which the check is received by our cash register, but subject to the check being credited by the bank. If the payment deadline is exceeded, the usual daily interest rate on debit balances will be charged. We reserve the right to assert further claims for damages. If we become aware of any deterioration in the customer’s solvency all our claims will become due for payment immediately. In this case, we will also be entitled to rescind any and all existing delivery and credit agreements and territorial agreements with immediate effect.
Retention of title:
We reserve title to all goods delivered by us until payment of our total claims arising from the business relationship has been received. In the event of resale or further use of the goods delivered by us, the buyer hereby assigns to us in advance any and all claims to which he is entitled from the resale or further use vis-à-vis his customers for payment of the consideration (purchase money/commission, remuneration etc.). The buyer will be entitled and obliged to collect the consideration assigned to us until revoked. The amounts collected for this purpose will be treated as property in trust or transferred to us immediately until our claim has been settled. The buyer will be obliged to submit to us at any time upon request a precise list of the claims assigned to us according to the contents of these terms and conditions and to separate and keep at our disposal both the goods still available from us and the assigned outstanding debts. This obligation exists in particular in the case of suspension of payments or after initiation of judicial and out-of-court settlement negotiations. The bankruptcy trustee or liquidator must be informed of such separation as appropriate. Furthermore, the buyer or customer is obliged to inform us immediately of any access by third parties to the goods or claims belonging to us. If goods are taken back due to default of payment or other agreement, the handling costs will be deducted at a rate of 15 % of the invoice value plus the transportation and packaging costs incurred.
Complaints must be made in writing within 8 days after receipt of the goods. In the case of properly notified and acknowledged defects, we will only be obliged to take back the goods. We reserve the right to replace defective with faultless goods. We reject any claims for damages, including those arising from defects of materials or design, as well as compensation for lost profit. Any liability will be nullified if the buyer fails to report defects in good time or makes any unauthorized intervention on the goods. In the case of goods sold under a factory guarantee, liability will only be assumed to the extent that a replacement is provided by the supplying plants in question. The separate warranty conditions in the Storck warranty card must be observed.
All parts or services which show a material defect within the limitation period - irrespective of the operating time – will, at our discretion, be repaired, replaced or provided again free of charge, provided that the cause of the material defect already existed at the time of the transfer of risk. First of all, we will always be given the opportunity to remedy the defect within a reasonable period of time. If this is refused, we will, accordingly, be exempted from liability for materials/quality. If the subsequent performance fails, the buyer/customer can withdraw from the contract. Material/quality defects will lapse after a period of twelve months, beginning at the time of transfer of risk. The buyer/customer must inspect the goods immediately upon receipt and notify us in writing of any defects without delay. The buyer/customer may withhold payments only if a notice of defects is asserted, the justification of which is beyond doubt. In the case of notifications of defects, payments by the buyer/customer may only be withheld to an extent that is in reasonable proportion to the material/quality defects that have occurred. If the notification of defects is unjustified, we will be entitled to demand compensation from the customer for the damage we have suffered. Claims for defects will not exist in the event of insignificant deviations from the agreed quality, natural wear and tear or damage caused after the transfer of risk as a result of faulty or negligent handling, excessive wear or unsuitable operating equipment. If improper modifications or repairs are made by the buyer/customer or third parties, no warranty claims will arise out of such actions and the resulting consequences. Claims of the buyer/ customer for expenses required for the purpose of subsequent performance, in particular transportation, travel, labor and material costs are excluded.
We will be liable in accordance with the statutory provisions insofar as the buyer/customer asserts claims for damages based on intent or gross negligence, including intent and gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of deliberate breach of contract, our liability for damages will be limited to the foreseeable, typically occurring damage. We will be liable in accordance with the statutory provisions insofar as we culpably breach a major contractual obligation, however, in this case our liability for damages will be limited to the foreseeable, typically occurring damage. Insofar as the buyer/customer is entitled to claim compensation for damages instead of performance, our liability will be limited to compensation for foreseeable, typically occurring damage. Liability for culpable injury to life, limb or health will remain unaffected; this will also apply to mandatory liability in accordance with the Product Liability Act. Any further liability for damages other than those provided for above is excluded irrespective of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for damage to property in accordance with Section 823 BGB (German Civil Code). Insofar as liability for damages against us is excluded or limited, this will also apply to the personal liability for damages of our employees, co-workers, representatives and vicarious agents.
Delivered goods can only be exchanged with our prior written consent and with reimbursement of the resulting costs incurred. The return shipment must be accompanied by a consignment note/return number (number will be assigned by us telephonically) stating the reason for the return shipment. This will be the basis for processing. Delivered goods specifically ordered by and manufactured at the request of the buyer/customer (for example: frames that were not in stock at the time of the order and were manufactured) will not be taken back under any circumstances, provided the order was executed correctly. Further prerequisites for a return shipment: The items are purchased from us. The return shipment is made within 8 working days after the invoice date. The (CD) return note issued to the buyer with these terms and conditions of business is completely filled out and the delivery note and invoice copy enclosed with the return. The goods and packaging are in resalable condition and in the current packaging. The return shipment is carriage paid. Returns of goods returns that do not comply with this returns policy cannot be processed and will be returned to the buyer at the buyer’s expense.
The buyer/customer must immediately inspect incoming shipments by rail, postal service or freight forwarder for their external condition and the number of boxes and have any damage confirmed immediately on the waybill or dispatch note. Also, when delivered by UPS, any missing or damaged boxes must be confirmed. The notification of damage must be sent to us immediately.
Illustrations are always deemed to be approximate and are not binding for us, as many articles are subject to constant changes, improvements and innovations. In case of calculation or printing errors, we reserve the right to make corrections. The sending of catalogs and price lists does not oblige us to deliver products. Unauthorized passing on of dealer documents to third parties or other companies as well as reprinting of such documents, even in altered form, will be prosecuted.
Dealer obligations for resale:
Bicycles may only be handed over to end customers in ready-to-ride and roadworthy condition. The buyer/customer must hand over maintenance booklets, operating instructions and the warranty card to the end customer. The buyer/customer must send the completed warranty card to us within four weeks. The buyer/customer must inform the end customer of the necessity to have an inspection of the bicycle carried out within a reasonable period of time. We will not be liable for any modifications or alterations made by the buyer/customer without our consent. The buyer/customer must sell the frame and complete wheels to the end customer in the suitable frame size. We will not be liable for any damage caused by wrong – particularly insufficient -- frame heights. The buyer/customer must inform the end customer of the intended use of the frame or bicycle and provide appropriate advice.
Place of performance and jurisdiction:
The place of performance and jurisdiction for all deliveries and payments on the basis of the terms and conditions above will be Idstein. The place of jurisdiction for any disputes arising from contractual relationships on the basis of the terms and conditions of delivery and payment above will be the Limburg Local Court or Regional Court for both parties. The law of the Federal Republic of Germany will apply exclusively. By placing an order any buyer/customer accepts the terms and conditions above as legally binding upon it.
Any transfer or assignment of rights and obligations of the buyer/customer from the contract concluded with us requires our written consent in order to be valid. Should any provision in these terms and conditions of business or a provision within the scope of other agreements be or become invalid, this will not affect the validity of all other provisions or agreements.
Customer = Purchaser
Requirements of Coface Finanz GmbH
Terms of delivery and payment:
Our terms and conditions of delivery and payment, to which our customer agrees upon placing an order, will apply exclusively. This will also apply to any future transactions, even if our terms and conditions are not expressly referred to but have been received by the customer when an order has been confirmed by us. In the event that an order is placed in deviation from our terms of delivery and payment our terms of delivery and payment will exclusively apply as well, even if we do not object. Deviations are therefore only valid if we have expressly acknowledged them in writing.
We are entitled to assign the claims arising from our business relations.
The contractual relationship is subject exclusively to German law, excluding the UN Convention on Contracts for the International Sale of Goods.
Place of jurisdiction:
The place of jurisdiction, at our discretion, will either be the registered office of the company or Mainz.
Due date of the factor's claims against the debtor:
If the buyer is in default with any payment obligations toward us, all existing claims will become due immediately.
All payments are to be made with debt-releasing effect exclusively to the bank details of Coface Finanz GmbH, Isaac-Fulda-Allee 1, 55124 Mainz to which we have assigned our present and future claims from our business relationship. We have also transferred our property which is subject to retention of title to this institution.
Simple retention of title (current account/balance clause (business connection clause)):
The seller retains title to the goods until all claims of the seller against the buyer arising from the business relationship, including any future claims arising from contracts concluded simultaneously or at a later date, have been settled. This will also apply if any individual or all of the seller's claims have been included in a current invoice and the balance has been struck and accepted.
Extended retention of title in the event of resale with a prior assignment clause:
The buyer will only be entitled to resell the goods which are subject to retention of title in the ordinary course of business if the buyer herewith assigns to the seller all claims which accrue to him from the resale against customers or against third parties. If any goods subject to retention of title are sold unprocessed or after processing or combination with objects which are exclusively the property of the buyer, the buyer assigns to the seller the claims arising from the resale in full. If the buyer sells any goods subject to retention of title -- after processing/combination -- together with goods not belonging to the seller, the buyer assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest. The seller accepts the assignment. The buyer is authorized to collect these claims even after assignment. The seller's authority to collect the claims himself shall remain unaffected by this; however, the seller undertakes not to collect the claims as long as the buyer duly fulfils his payment and other obligations. The seller may demand that the buyer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and notifies the debtors of the assignment.
Extended retention of title with processing clause:
Any processing or treatment of the goods subject to retention of title shall be carried out by the buyer on behalf of the seller without any obligations arising thereof to the latter. In the event of processing, combination, mixing or blending of the goods which are subject to retention of title with other goods not belonging to the seller, the seller will be entitled to the co-ownership share in the new item arising from this in proportion to the value of the goods which are subject to retention of title to the other processed goods at the time of processing, combination, mixing or blending. If the buyer acquires sole ownership of the new item, the contractual parties agree that the buyer will grant the seller co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods which are subject to retention of title and will keep them in safe custody for the seller free of charge.
If the value of the existing securities exceeds the claims to be secured by a maximum of 20%, the seller, accordingly, will be obliged to release them at the request of the buyer.