AGB - General Terms and Conditions

1. conclusion of contract

a. The following terms and conditions apply to all contracts with profümed Karlheinz Lohr e. K., even if profümed does not expressly refer to them in the future.
b. All previous General Terms and Conditions are hereby superseded.
c. Deviating general terms and conditions of the purchaser which are not expressly recognized by profümed in writing shall not be valid, even if profümed has not expressly objected to them.
d. Offers made by profümed shall be valid for one month from the date of the offer. If no order is placed by this time, profümed shall no longer be bound by the offer.
e. Verbal agreements shall only become binding upon written confirmation by profümed. Subsidiary agreements and amendments to the contract also require written confirmation.
f. The contracts concluded with profümed are subject to German law in all cases, including deliveries abroad.

 

2nd delivery

a. Unless otherwise agreed, we shall make the goods available for loading ex works. The risk shall pass to the Buyer upon loading. The buyer shall transport the goods at his own expense. Deviating terms of delivery may be agreed, whereby the Incoterms 2010 shall apply with regard to the costs and the delimitation of risk.
b. If pallets profümed are used for transportation, the buyer is obliged to exchange them for pallets of the same quality and quantity from his stock. Otherwise he must pay compensation. This means that the buyer will be charged for all EURO pallets not exchanged.
c. If profümed fails to meet an agreed delivery date for reasons for which it is responsible, the purchaser shall be entitled to withdraw from the contract after a reasonable period of grace has expired without result. Compensation for damage caused by delay and damages for non-performance can only be demanded if the failure to meet the delivery deadline was due to intent or gross negligence.
d. Cases of force majeure, operational and traffic disruptions, shortages or rationing of raw materials or other resources essential for the manufacture of the goods, labor disputes or official decrees which directly or indirectly disrupt or prevent the manufacture or delivery of the goods and cannot be eliminated by reasonable measures shall release profümed from the obligation to deliver for as long as the disruption lasts. This shall not apply if the disruption is due to gross negligence or intent on the part of profümed.

 

3. duty to inspect and complain

Obvious defects in the goods must be reported to profümed in writing immediately, but no later than 3 days after handover or delivery. Conversely, hidden defects must be reported in writing immediately after their discovery. Defects or damage reported later cannot be recognized. This does not apply to the purchase of consumer goods.

 

4. claims for defects

a. Defective goods shall be repaired or replaced at profümed's discretion. If profümed has not delivered a replacement or repaired the goods within a reasonable period of time, or if the repaired or replaced goods are again defective, the purchaser shall be entitled to demand a reduction in the purchase price or rescission of the contract. Other claims are excluded. This regulation does not apply to the purchase of consumer goods.
b. The return of goods sold free of defects is only permitted with the express prior consent of profümed. Unless otherwise agreed, profümed shall only accept returned goods carriage paid and shall issue a credit note in the amount of profümed's net prices valid at the time of return, but not exceeding the purchase price paid by the purchaser.

 

5. compensation for damages

a. profümed shall only be liable for damages caused by it or one of its vicarious agents through gross negligence or willful misconduct. This shall not apply to liability for damages resulting from injury to life, body or health.
b. Unforeseeable damages are excluded from liability.
c. profümed shall not be liable for indirect and/or consequential damages, unless these were caused by gross negligence or willful misconduct on the part of profümed.
d. The liability of profümed is limited to the benefits of your business liability insurance. The purchaser can request corresponding insurance certificates from profümed if required.
e. The above liability provisions apply to contractual as well as non-contractual claims. The liability of profümed under the Product Liability Act remains unaffected.

 

6. reservation of title

a. The goods shall remain the property of profümed until full payment of all claims arising from the business relationship, including ancillary claims, claims for damages and redemption of cheques and bills of exchange. The retention of title shall also remain in force if individual claims of the seller are included in a current account and the balance is drawn and recognized.
b. The Purchaser shall only be entitled to resell, process or install the reserved goods subject to the following provisions and only on condition that the claims in accordance with clause 6 e. are actually transferred to profümed:
c. The processing of the reserved goods shall be carried out for profümed. The purchaser shall not acquire ownership of the new item in accordance with 950 BGB. If the reserved goods are processed with other items not belonging to profümed, profümed shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (invoice value) to the other processed items.
d. The Buyer's authorization to sell goods subject to retention of title in the ordinary course of business shall end upon revocation by profümed as a result of a sustained deterioration in the Buyer's financial situation, but at the latest upon his suspension of payments or upon the application for or opening of insolvency proceedings against his assets.
e. The Purchaser hereby assigns to profümed the claims with all ancillary rights arising from the resale of the reserved goods, including any balance claims. profümed accepts this assignment.
f. The purchaser is authorized to collect the assigned claims as long as he meets his payment obligations. The authorization to collect shall lapse in the event of revocation, but at the latest in the event of default in payment by the Purchaser or in the event of a significant deterioration in the Purchaser's financial circumstances. In this case, profümed may set the purchaser a deadline for payment. If the deadline expires without payment, profümed shall be authorized to inform the debtors of the assignment and to collect the claim itself or through an authorized third party.
g. Upon request, the Purchaser is obliged to provide profümed with a precise list of the claims to which the Purchaser is entitled, including the names and addresses of the customers, the amount of the individual claims, invoice date, etc., and to provide profümed with all information necessary for the assertion of the assigned claims and to permit the verification of this information.
h. If the value of the securities exceeds the claims of profümed by more than 20%, profümed shall release securities of its choice at the request of the Purchaser.
i. Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted. profümed must be informed immediately of any pledges, stating the name of the pledgee.
j. If profümed takes back the delivery item on the basis of the retention of title, this shall only constitute a withdrawal from the contract if profümed expressly declares this. profümed may satisfy its claims from the goods subject to retention of title that have been taken back by selling them in the open market.
k. The purchaser shall store the reserved goods for profümed free of charge. He shall insure them against the usual risks such as fire, theft and water to the customary extent. The purchaser hereby assigns to profümed his claims for compensation to which he is entitled against insurance companies or other parties liable for compensation arising from damage of the above-mentioned type, in the amount of the invoice value of the goods. profümed accepts the assignment.
l. All claims as well as the rights arising from the retention of title to all special forms stipulated in these terms and conditions shall remain in force until full release from contingent liabilities which profümed has entered into in the interests of the Buyer.

 

7. prices

Invoicing shall be at the prices according to our price list generally valid on the day of delivery, unless a different price has been individually agreed upon conclusion of the contract.

 

8. terms of payment

a. The invoice amount must be paid net within 20 days of the invoice date.
b. Incoming payments can be offset against outstanding claims at profümed's discretion.
c. profümed reserves the right to demand advance payment, payment on delivery or cash payment for its goods if it subsequently becomes aware of a significant deterioration in the customer's financial situation.
d. The retention of payments or offsetting on the part of the purchaser due to any counterclaims is excluded unless the counterclaim is undisputed or has been legally established.
e. The payment obligation shall only be fulfilled upon receipt of the payment in the respective profümed account.
f. If payment is made after the due date, profümed shall be entitled to charge interest on arrears at a rate of 5 percentage points above the prime rate of the German Civil Code. In the case of legal transactions in which a consumer is not involved, the interest rate for payment claims shall be 8 percentage points above the prime rate of the German Civil Code. Otherwise, the statutory provisions of § 288 II, IV BGB are not waived.

 

9. place of jurisdiction

The place of jurisdiction, also for actions on checks and bills of exchange, is the registered office of the company.

 

10. general

a. profümed is entitled to store and process data relating to goods and payment transactions and to transmit them internally to profümed.
b. Should individual provisions of these Terms and Conditions of Sale and Delivery be invalid, this shall not affect the validity of the remaining provisions or the contract as a whole. The parties are obliged to replace ineffective provisions with effective provisions that come as close as possible to the economic purpose of the ineffective provisions.