General Terms and Conditions of Business, Delivery and Payment of Line Up Handels GmbH

1. Validity

The following terms and conditions apply to all our deliveries and services in business transactions with entrepreneurs pursuant to § 14 BGB (German Civil Code), merchants pursuant to the German Commercial Code, legal entities under private and public law and tradesmen. They shall also apply to all future business transactions with the entrepreneurial contractual partners without renewed special reference and without our expressly referring to them in future transactions. We hereby expressly object to any deviating and conflicting GTC's and contractual terms and conditions of our contractual partners, also with effect for future transactions. We do not recognise the terms and conditions of business of our contractual partners even through unconditional execution of the contract. Agreements and ancillary agreements deviating from these terms and conditions must be made in writing.
In the event of delays in performance due to obstacles for which we are not responsible and which were not foreseeable at the time of conclusion of the contract and operational disruptions which have a considerable influence on the production or delivery of the subject matter of the contract, the time of performance shall be extended by the duration until their elimination. This shall also apply if such circumstances occur at our suppliers and we are not responsible for precautions or acceptance. If the performance of the contract becomes unreasonable for one party in whole or in part, it may withdraw from the contract.

2. Offer, conclusion of contract, content

Our offers of goods and services are subject to change; catalogues as well as all other sales documents, instructions and technical leaflets, information provided by manufacturers or their assistants within the meaning of § 434 para. 1 no. 3 BGB (German Civil Code), including those in electronic form, shall not be deemed to be warranties and/or guarantees of quality. Contracts shall be concluded exclusively through written acceptance (fax) by the customer of our written offers (offer letter). Only our offer letter is binding for the content of the contract.

3. Prices, terms of payment, default of payment

The prices listed in our offer letter shall apply exclusively. Shipping and transport costs may be incurred in accordance with our offer letter. Unless otherwise agreed in our offer letter, our invoices are regularly payable and due immediately upon receipt without deduction. If payment is not made, the customer shall be in default within the meaning of § 286 BGB (German Civil Code) on the basis of our reminder. If a different payment term is agreed in accordance with our offer, default shall occur without a reminder when the payment term is exceeded. Since the occurrence of default in payment, we shall be entitled to charge default interest on the invoice amount at a rate of 8 percentage points above the respective base interest rate. Payments shall be set off against outstanding claims or in accordance with § 367 BGB (German Civil Code) at our discretion. Our contractual partners shall only have a right of set-off and/or a right of retention in respect of undisputed or legally established claims or entitlements.

4. Delivery and dispatch

All orders are always delivered to the delivery address specified in the order within the territory of the Federal Republic of Germany. Dispatch, loading and transport shall take place always at the risk and expense of the business partner or purchaser. The correct mode of dispatch shall be determined by us. The risk of accidental loss of the goods or accidental deterioration of the goods shall pass to the customer when they are handed over to the carrier. Specified delivery periods and dates are non-binding in all cases. Transactions for delivery by a fixed date in accordance with § 376 of the German Commercial Code (HGB) require express written agreement. The customer already agrees that partial deliveries as well as production-related excess or short deliveries are permissible to a reasonable extent. Line Up Handels GmbH is free, at its own discretion, to carry out the delivery by its own vehicles or by a third party carrier. In the case of fixed delivery dates (fixed transaction, written agreement), the deadline shall be deemed to have been met if the goods have left our warehouse/works by the end of the deadline. Delivery dates shall be extended accordingly in the event of default on the part of our supplier. In the event of our own delay, we shall be granted a reasonable period of grace. After fruitless expiry, our business partner may withdraw from the contract.

5. Compensation

Line Up Handels GmbH shall not be liable for damages in the event of delays in deliveries or other disruptions in performance, provided there is no intent or gross negligence. This applies in particular to consequential damages.

6. Force majeure

Cases of force majeure as well as measures taken by authorities, strikes and other events that are unavoidable for Line Up Handels GmbH release Line Up Handels GmbH from its delivery obligation. Events of force majeure affecting us or our suppliers entitle us to suspend deliveries for the duration and scope of the hindrance or, at our discretion, to withdraw from the contract in whole or in part by notifying the buyer to the exclusion of any claims, insofar as this is legally permissible. Force majeure shall be deemed to include, in particular, strikes in our factories or those of our suppliers as well as those of companies (shippers, carriers) on whose cooperation we are dependent, import embargoes, transport disruptions, fire damage, etc.

7. Retention of title

The delivered goods remain the property of Line Up Handels GmbH (reserved goods) until full payment of all present or future claims arising from the business relationship, irrespective of the legal basis. Drawing balances from current accounts and acknowledgement do not affect the retention of title. Our business partner may only resell the goods subject to retention of title in the ordinary course of business if he has not assigned the claim from resale to third parties in advance or if the goods subject to retention of title have been pledged or assigned as security and he has to stop his payments. In the event of resale, the business partner hereby assigns to us in advance the full amount of the claims against his customers to which he is entitled from the resale, including all ancillary rights, in order to satisfy all our claims arising from the business relationship. If the securities from the simple, extended or prolonged reservation of title exceed our claims to be secured by more than 20%, we shall release fully paid deliveries at our discretion in the individual case. Upon simple request by us, the assigned claims shall be specified exactly. The authority to sell goods subject to retention of title in the ordinary course of business ends with the cessation of payments by our business partner or if bankruptcy or composition proceedings are instituted against his assets. We must be informed immediately of any seizure or other action by third parties against our goods subject to retention of title and we must be given every assistance to protect our rights. Furthermore, our business partners must provide us with all information and documents necessary to assert our rights. In particular must be allowed to inspect its books and invoices. All costs arising from the assertion of our security rights shall be borne by our business partner.

8. Liability for defects, warranty

The customer may only assert warranty claims against Line Up for defects which have been notified to Line Up in writing without delay. Immediately is generally: in the case of delivery of other goods, within 48 hours of receipt of the goods in the case of defects that are not recognisable despite proper inspection of the goods, within 24 hours of discovery of the defect, but no later than 14 days after delivery of the goods In the case of material defects, the customer's right is limited, at Line Up's discretion, to rectification of the defect or replacement with a defect-free item; a reduction of the purchase price or withdrawal from the contract can only be made after rectification of the defect has failed or the replacement delivery has failed. This provision does not apply to complaints about goods which the customer resells. The provision of § 377 HGB remains unaffected.

9. Place of performance, place of jurisdiction, choice of law, partial invalidity

Erfüllungsort und Gerichtsstand für alle Streitigkeiten - auch für Wechsel- und Scheckklagen - ist Mönchengladbach. Wir sind berechtigt, den Geschäftspartner oder sonstigen Schuldner an dem für seinen Sitz zuständigen Gericht zu verklagen. Für die Geschäftsbeziehung gilt ausschließlich Deutsches Recht. Die Unwirksamkeit einzelner Bestimmungen dieser Geschäftsbedingungen berührt nicht die Wirksamkeit der Übrigen.