BETTER RICH Official Retail - authorized dealers only

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Terms and Conditions

General Terms and Conditions of Best Sales & Services GmbH
 

1. Scope of application

1.1 Sales, deliveries and all other services of Best Sales & Services GmbH (hereinafter: "we" or "us") are entered into exclusively based on these General Terms and Conditions (hereinafter: Terms), which the Buyer acknowledges with his order. These Terms apply to all current and future business relations with the Buyer, even if they are not expressly agreed again.

1.2 Deviating terms and conditions of the Buyer shall not be binding for us and shall not become part of the contract unless we have expressly agreed to their validity in writing. The Buyer's terms and conditions shall not become part of the contract even if they do not conflict with the provisions of these Terms but merely supplement them. If we refer to a letter that contains or refers to the terms and conditions of business of the Buyer or a third party, this shall not constitute an agreement to the validity of those terms and conditions of business.

1.3 These Terms shall only apply to enterprises, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

1.4 The Buyer may only assign claims arising from legal transactions concluded with us with our express consent, provided that legitimate interests of the Buyer do not conflict with this.

 

2 Conclusion of contract, content of contract

2.1 Our offers – in particular with regard to quantity, price and delivery time – are always subject to change. Descriptions and/or illustrations of the delivery item in offers, brochures or other information and/or advertising documents do not constitute a guarantee of quality.

2.2 The order of the goods by the Buyer is considered a binding offer of contract.

2.3 The acceptance of the Buyer's orders shall be effected to the extent existing in each case by dispatch of goods, whereby we shall be entitled to make partial deliveries in accordance with correct and timely self-delivery. Order copies sent by us in writing or electronically do not constitute an order confirmation in the legal sense.

2.4 Subsidiary agreements made upon conclusion of the contract shall only be binding if they have been expressly confirmed by us in writing.

 

3. Prices

3.1 The price calculation shall be based on the prices valid on the date of the order in accordance with our price list, unless otherwise agreed in writing. Our prices are quoted in EUR, with the statutory value added tax applicable at the time, customs duty in the case of export deliveries as well as fees and other public charges to be added. Price changes of upstream suppliers, changes in exchange rates, customs duties, taxes and other levies as well as changes in insurance premiums, freight rates or other transport costs which increase our cost price shall be borne by the Buyer if they occur between conclusion of the contract and delivery or handover of the goods.

3.2 For shipping and packaging within the Federal Republic of Germany, we charge an additional € 7,62 per package incl. VAT. For shipments abroad, the shipments will be agreed individually.

3.3 In the case of an order value of less than 1000 €, a minimum quantity surcharge of 10 € will be invoiced.

 

4. Delivery

4.1 The goods will be delivered to the address specified by the Buyer. The goods shall be delivered in packaging suitable for dispatch or transport. Any additional packaging and/or means of transport requested by the Buyer shall be invoiced to the Buyer as additional costs.

4.2 Deadlines and dates for deliveries and services promised by us are always only approximate, unless a fixed deadline or date has been expressly promised or agreed in writing. Information on the delivery time in order forms and in order copies is always non-binding. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.

4.3 If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the Buyer of this without delay and at the same time notify the Buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the Buyer. A case of non-availability of the performance in this sense shall be deemed to be, in particular, the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case.

4.4 In the event of default in acceptance or other culpable breach of duties to cooperate on the part of the Buyer, we shall be entitled to compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims. Furthermore, we are entitled to withdraw from the contract after the unsuccessful setting of a reasonable grace period for the fulfilment of the acceptance or cooperation obligations.

 

5. Assumption of risk

5.1 The Buyer shall bear the risk for all deliveries, including any returns. The risk shall pass to the Buyer as soon as the consignment leaves our warehouse upon delivery or is delivered to the bearer or the carrier upon dispatch. Insurance of the goods will only be covered at the express request of the Buyer and at the Buyer's expense.

5.2 If delivery or shipment is delayed at the request of the Buyer or due to circumstances for which the Buyer is responsible, the risk shall pass to the Buyer from the date of notification or readiness for shipment for the duration of the delay.

 

6. Warranty

6.1 The Buyer shall inspect the goods received for completeness, condition and defects immediately upon arrival at the agreed place of destination or, in the event of collection by the Buyer, upon acceptance and shall carry out a quality check at least on a random, representative basis, open the packaging to a reasonable extent for this purpose and inspect the goods themselves in terms of their external condition.

6.2 The Buyer shall observe the following forms and deadlines when giving notice of any defects:

a) The complaint must be made by the end of the working day following the delivery of the goods to the agreed destination or their acceptance. In the case of a complaint about a hidden defect which initially remained undiscovered despite proper initial inspection in accordance with the above section 6.1, a different time limit shall apply, according to which the complaint must be made by the end of the working day following the discovery, but at the latest within two weeks after delivery of the goods or their acceptance.

b) The detailed notice of defect must be received by us in writing or by e-mail within the aforementioned periods. A notice of defects by telephone is not sufficient. Notices of defects to commercial representatives, brokers or agents are irrelevant.

c) The complaint must clearly indicate the nature and extent of the alleged defect.

d) The Buyer is obliged to keep the rejected goods available at the place of inspection for inspection by us, our employees, suppliers or experts commissioned by us.

6.3 Any complaints must be noted on the return form that the Buyer receives with the delivery of the goods. An individual return number must be inserted on the return form, which will be communicated to the Buyer in response to his complaint. We may refuse acceptance of such returns if they do not bear a return number assigned by us. The return of rejected goods must always be sent to us carriage paid. In the event of a justified complaint, the Seller shall reimburse the costs of the most favourable shipping route; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use. Any complaint shall be excluded as soon as the Buyer has mixed, reused or resold the goods or has started to process them.

6.4 In case we received no complaints in due form and time about Goods, such Goods shall be deemed to have been approved and accepted.

6.5 Our liability for defects is limited to repairing or replacing, at our discretion and free of charge, those parts which have become unusable or whose usability has been significantly impaired as a result of a proven circumstance that occurred prior to the transfer of risk. We shall not be liable for the suitability of the goods for a specific purpose. If a notice of defect is only justified for parts of a total delivery, our warranty shall only apply to the defective part.

6.6 The liability for defects does not apply to natural wear and tear, nor to damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use or other influences that are not assumed under the contract.

6.7 A defective performance does not entitle the customer to withhold the entire purchase price, but only that part of the purchase price which relates to the defective individual goods, insofar as the complaint is justified, after receipt of the credit note.

6.8 All claims for defects on the part of the Buyer shall become time-barred one year after the transfer of risk. This period does not apply to claims for damages by the Buyer arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty by us or our vicarious agents, which shall in each case become time-barred in accordance with the statutory provisions.

7. Liability                    

7.1 In the event of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions; the same shall apply in the event of culpable breach of material contractual obligations. Insofar as there is no intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.

7.2 Liability for culpable injury to life, limb or health and liability under the Product Liability Act (Produkthaftungsgesetz; ProHaftG) shall remain unaffected.

7.3 Unless otherwise expressly stipulated above, our liability is excluded.

 

8. Retention of title

8.1 The goods shall remain our property until full payment of all claims arising from deliveries of goods from the entire business relationship, including ancillary claims, claims for damages and encashment of cheques and bills of exchange, are the property of us. The retention of title also remains in force if individual claims of us are included in a current account and the balance is drawn and acknowledged.

8.2 The Buyer is entitled to resell the goods in the ordinary course of business. We reserve the right to revoke this right and to take back the delivered goods if the Buyer defaults on payment, files an application for the opening of insolvency proceedings or transfers his expectant right to the reserved goods to third parties. The taking back of the goods does not constitute a withdrawal from the contract, unless this is expressly declared by us in writing. The goods can then be freely sold by us, the sales proceeds are to be credited against the Buyer's liabilities less reasonable sales costs.

8.3 In the event of resale of the goods subject to retention of title, the Buyer hereby assigns to us by way of security the claims to which it is entitled against its customers from the resale in the amount of the value of the goods sold in each case which are subject to retention of title, until all our claims from the business relations with the Buyer have been settled. Irrespective of our authority to collect the claim ourselves, the Buyer shall remain entitled to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and insofar as the Buyer meets his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no cessation of payments.

8.4 Insofar as the securities referred to in clause 8.3 exceed the claims to be secured by more than 10 %, we shall be obliged to release the securities at our discretion at the request of the Buyer.

8.5 Pledging or transfer of ownership by way of security of these goods is not permitted without our consent. In the event of access by third parties to the goods subject to retention of title, the Buyer is obliged to point out the third-party ownership and to inform us immediately, as well as to provide the documents necessary for an intervention.

8.6 The Buyer must handle the reserved goods with care and insure them at replacement value at his own expense. The Buyer hereby assigns to us his claims for compensation from the insurance in the event of the loss of or damage to the reserved goods.

 

9. Terms of payment, Default of payment

9.1 Invoices for deliveries of goods are payable within 30 days of receipt of the invoice by the Buyer without any deductions. If payment is made without any other deductions within 10 days of receipt of the invoice, a discount of 3% shall be granted. The value date of the credit note shall be decisive for the receipt of payment.

9.2 Payment by SEPA direct debit is only possible from a bank account held in Germany. The collection takes place 10 days after the invoice date. The Buyer must ensure that there are sufficient funds.

For direct debit returns, which are not our fault, we charge 10.00 EUR.

9.3 Cheques and/or bills of exchange shall only be accepted on account of performance and after special written agreement and shall only be deemed as payment after final credit entry of the monetary value. Discount and other bill charges as well as costs of collection shall be borne by the Buyer.

9.4 In the event of default in payment on the part of the Buyer, we shall be entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate without the need for a special reminder. We reserve the right to claim further damages incurred as a result of the delay. Furthermore, we are entitled to withhold deliveries also from other orders - to a reasonable extent and scope - and to execute them without prior notice only against advance payment or cash on delivery.

9.5 If the Buyer is in default with the payment of previous deliveries or if circumstances become known after conclusion of the contract which are suitable to reduce the creditworthiness of the Buyer and to endanger the compliance with his payment obligations, we are entitled,

a) to suspend outstanding deliveries of goods and to demand advance payment or the provision of suitable securities for further deliveries of goods,

b) after the unsuccessful expiry of a reasonable grace period for advance payment or the provision of securities, to withdraw from all contracts concluded with the Buyer but not yet executed. Such a delivery stop caused by the Buyer shall not trigger any claims for damages on the part of the Buyer.

9.6 Offsetting with counterclaims of the Buyer or the retention of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established or can be derived from

the same contract under which the supply in question was made.

9.7 Prior to delivery, the entire order value is to be paid as advance payment, unless we have a credit insurance policy taken out by the Buyer for the individual purchase contract from a factoring company designated by us or another agreed security. If the Buyer does not make advance payment or provide security within a reasonable period of time, we are entitled to withdraw from individual or all contracts in whole or in part.

9.8 We reserve the right to charge cancellation fees of 30% of the order value for cancellations in the event of failure to make agreed advance payments and in the event of non-acceptance of the produced goods for other reasons. However, the Buyer has the right to prove that a lesser damage has been incurred.

 

10. Property rights

10.1 If a third party asserts claims due to infringement of an industrial property right or copyright by the delivered goods, the Buyer must inform us of this immediately. Under no circumstances may he acknowledge an infringement of industrial property rights and he must reserve the right to take all defensive measures.

10.2 If the Buyer sells or modifies the goods in such a way that the industrial property rights or copyright of a third party are infringed, the Buyer shall be solely liable for such infringement and undertakes to indemnify us against all claims of the third party resulting therefrom, of whatever nature.

10.3 The Buyer may not copy or imitate the goods delivered to him. The same applies to our brands and trademarks as well as to illustrations, advertising materials or order documents. In the event of violations of this, we will immediately terminate all contractual relationships, in particular withdraw from open purchase contracts.

 

11. Sales staff

Commercial agents, authorized dealers, commission agents and other intermediaries are not authorized by us to represent or bind our company. They have no authority to collect payments and no authority to agree on behalf of and on behalf of our company on changes to these terms and conditions of sale or to grant sales rights for certain territories alone. Corresponding exclusivity or space protection promises to customers are only valid if they have been agreed in writing between the Buyer and us.

 

12. Final provisions

12.1 The law of the Federal Republic of Germany shall apply to all contracts with the Buyer, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

12.2 The place of jurisdiction for any disputes shall be the court in Germany with local jurisdiction for our company's registered office. However, we reserve the right to sue the Buyer at his general place of jurisdiction.

12.3   Should the different language versions of these Terms differ in content, the German version of this agreement shall be authoritative for interpretation.

12.4 The place of performance for deliveries, payment and warranty is our registered office.

12.5 Amendments and supplements to the contracts or these Terms and ancillary agreements are only valid if they have been agreed in writing. This shall not apply if amendments or supplements are negotiated in detail between the contracting parties in each case; in this case, oral agreements shall also apply.

12.6 Should any provision of these Terms and/or its amendments or supplements be or become invalid, the validity of the remaining provisions shall not be affected thereby. In the event of the invalidity of a provision, the contracting parties shall be obliged to negotiate an effective and reasonable replacement provision which comes as close as possible to the economic purpose pursued by the contracting parties with the invalid provision.

December 2021