TERMS AND CONDITIONS
General Terms and Conditions of Business of Sinora Cases – Solidplex GmbH Miltenberg, Germany
The following general terms and conditions of business pertain to our delivery and service and apply to all our business relations with our customers.
The consumer is any natural person who enters into a legal transaction for purposes which, for the most part, cannot be attributed to either his or her commercial or self-employed professional activity. Business Customer is a natural or legal person or a legal partnership that acts in the exercise of its commercial or independent professional activity when entering into a legal transaction.
These terms and conditions also apply to business customers for future business relationships, without us having to draw attention to them again. If the customer uses conflicting or supplementary terms and conditions, their validity is hereby contradicted; They will only become a component of the contract if we have expressly agreed to do so.
1. Orders in the online shop
The Purchase Agreement is concluded with Solidplex GmbH.
The presentation of the products in the online shop is not a legally binding offer, but a non-binding online catalogue. You can first place our Products in the Shopping Cart without Obligation and correct Your Entries at any time before Sending Your binding Order, using the Corrective Aids provided for in The Order Process. By clicking on the order button, you place a binding order of the goods contained in the shopping cart. The Confirmation of Access To your Order will be made by E-Mail immediately after The Delivery of Your Order.
The Timing of the Contract’s Arrival depends on the type of payment you choose:
As an Acceptance declaration, you will receive an E-Mail within two Days in which we will give You our Bank Details.
PayPal, PayPal Express
In the Ordering Process, You will be forwarded to the Website of the online payment provider PayPal. There you can provide your payment details and confirm the payment instructions to PayPal. After placing the order in the shop, we ask PayPal to initiate the payment transaction and accept your offer as a result.
As Part of the PayPal Plus payment service, we offer You different Payment Methods as PayPal Services. Once The Order has been placed, You will be forwarded to the Website of the online provider PayPal. There you can provide your payment details and confirm the payment instructions to PayPal. This brings about the contract with us.
The Language available for the conclusion of the Contract is German. We store the Text of the Contract and send It to you by e-mail with our Terms and conditions. You can also view The Text of the contract in the customer login.
2. Quotations and Prices
Our Offers are subject to change in terms of Price, Quantity, Sorting, Delivery deadlines and Delivery Options. The documents included in the Offer, such as Illustrations, Brochures and Samples, Are only approximately authoritative. Contracts and Agreements only become binding on us through our written Confirmation of the Order. In addition to these Terms and conditions, their respective contents are relevant for our contracts. Only the Prices we give in Order Confirmations are relevant. This is especially true for prices prescribed In Orders. Our Prices are in Euros plus respective Statutory VAT from The factory, only Packaging, unless expressly stated otherwise. If the Delivery is agreed later than four Months after the Conclusion of the Contract, we are entitled to Adjust the Prices to the Market Situation. This Adjustment is also possible in such cases if the order-related Costs change significantly after The Conclusion Of the contract.
3. Delivery and Delivery Times
In addition to the product prices quoted, shipping costs are added. You can find out more about the amount of shipping costs at the offers.
Only those delivery dates given in our order confirmation are valid. Those delivery dates given by the purchaser will not necessarily be adhered to. Those delivery dates given in our order confirmation are not necessarily fixed dates unless there is a written statement to the contrary. We reserve the right to make suitable part-deliveries at our discretion. Our obligation to deliver will be suspended insofar as the purchaser is in arrears with any payment due to us despite reminders to that effect. The method and type of delivery
is at our discretion insofar as any other method and/or type has not been previously agreed, however, and without committing to the cheapest method or type, it will always be in the best interests of the purchaser.
4. Transfer of Risks
Delivery is to be ex-works from the place of performance. At the point of hand-over of the goods to a transport company or forwarding agent any risk is assumed by the purchaser, this applies also to ex-works delivery. The purchaser also carries all risks during the return of any goods back to us.
5. Technical specifications / Changes / Developments
We reserve the right to make changes with regards to specifications and fittings to our products, but always in consideration of the purchaser’s wishes.
6. Delay In Delivery
Should there be any delay in delivery, then, with the exclusion of any other demands or requirements of the purchaser, the purchaser has the right within a suitable time period and with regards to the unfulfilled part of the contract, to withdraw from said contract if the purchaser has received notice from the seller that a part of the contract cannot be fulfilled. This is, however not applicable so long as we are not mandatorily liable in cases of deliberate intent or negligence. We reserve the right to make part deliveries or perform a partial supply of services. Acts of God release us from delivery for the duration of the hindrance and such acts give us the right to choose either a part delivery or to postpone the delivery in full. After a four (4) month delay the purchaser has the right to withdraw from the contract. Any Acts of God include similar acts which prevent us from fulfilling the contract or make fulfillment unreasonably difficult (e.g. strikes, other operational disturbances, lack of energy or raw materials,
traffic disruption or delays through delivery of suppliers). We reserve the right to withdraw from the contract should the purchaser refuse the goods delivered in the agreed way, especially if the delivery is agreed as Cash on Delivery.
For new Customers, advance payment is required for the first two deliveries. You will receive a proforma invoice. Moreover, we reserve the right to demand payment in advance for additional orders to our sole discretion. Especially for large orders and all deliveries outside Germany. Invoices are sent either with the delivery of goods or services or afterwards. Our invoices are, subject to any payment terms previously agreed and as stated on the invoice or delivery note, payable within ten (10) days of the date of invoice per bank transfer without any discount. Should a direct debit be agreed then invoices due will be charged to the current account given to us within ten (10) days until otherwise stated. Any early payment discounts granted are not subject to freight and/or packing charges as well as for any goods by which a previously agreed net price was made.
Bills of Exchange can only be accepted after specific agreement and payment made after adjustments to any costs or early payment discounts.
We reserve the right to first settle any outstanding invoices issued by us to the purchaser plus any accrued costs or interest on the outstanding amount(s). This will not apply to any demands or claims the purchaser has made due to defective goods.
8. Delays in Payment, Ability to Pay, Counterclaims
Should payment be delayed then interest on the outstanding amount will be eight percent (8%) above the basic bank rate with an additional ten (10) Euros for each reminder issued. Furthermore, we reserve the right to withhold delivery – including deliveries from other purchase contracts. All other rights are reserved. We reserve the right to refuse delivery if, after contractual obligation is finalised, the ability to settle said contractual obligation is endangered (Para 321 of German Law). We will assume the right to demand such payment in advance, demand security to the contractual amount or withdraw from the contractual obligation altogether. The customer can only counterclaim against us if their claim is undisputed or if a legally binding obligation on us exists. A general right to withhold payment cannot be assumed by the purchaser as long as the purchaser is commercially active in the sense of the German Trade Regulations. Such withholding, however, can be made should the purchaser have any undisputed claim on us or any legally binding claim to the contrary. Assertion of the specific rights to withhold payment because of any unfulfilled obligation on our part remains unaffected.
9. Retention of Property Rights (Title)
All goods delivered by us remain our property until payment in full of all amounts due to us then or in the future for whatever cause and without consideration to any other rights is made. Retention of the property rights remains should any demands have been incorporated in an outstanding invoice and the balance is reflected and acknowledged. The purchaser accepts that such goods may only be made available in a correct business manner and they will not be used for the purposes of financial security or bonding. The purchaser agrees to insure such goods until the purchaser gains title to such goods. This insurance is to cover loss and/or damage to such goods and is to come into effect at once. Should the goods be subject to resale, rental or transfer by the purchaser, then this can only be done by an express agreement on an extended retention of title and the purchaser, by doing so, foregoes any demands in full together with all associated rights to title against the purchasers’ own customer and assigns those rights in advance to us in order to protect our ongoing claims against said purchaser. The assignment of those rights will be accepted by us. Should the purchaser re-work the delivered goods in any way, then the purchaser assigns the co-ownership of title to us in proportion to the value of the goods as delivered to the purchaser against their value after re-work.
The same is valid for a mixture of said goods with others. The obligation of proof of details of any re-working lies with the purchaser. The purchaser is obliged to care for the said goods in a correct manner appropriate to commercial business activities. Any assignment of title under co-ownership situations is limited proportionally to those demands against the purchaser. We reserve the right to withdraw the assignment of such rights, but will not do so, so long as the purchaser meets the payment obligations. The purchaser is obliged to inform the customer of our demands and the assignment of rights to us as well as giving the customer all necessary information and documentation especially, and for this purpose, to permit access to the purchaser’s accounts and invoices. Insofar as the purchaser receives settlement by the customer, then these receivables must be booked separately into an account especially set up for
this purpose. Should the value of any security given by the purchaser against our demands rise by more than twenty percent (20%) we are obliged to return or release such securities at our choice in order to receive any amount due in full. The purchaser’s entitlement to resell, process or re-work goods that are subject to our retention of the title rights end with the purchaser’s suspension of payments or when insolvency procedures are opened against the assets, opening of insolvency procedures de facto or when commencement of insolvency proceedings are dismissed due to lack of assets of the said purchaser. The purchaser is obliged to inform us immediately of any seizure or other claim of a third party in regards to our goods and to assist us in all possible ways to maintain our rights of title to the goods, especially the name of the creditor who seizes or makes a claim against our goods. Should the purchaser not meet their obligations in a timely way, then we have the right, after due reminder and without affecting our other rights, to demand release of the retained goods to us and/or to directly assert those rights ceded to us. For this purpose the purchaser is obliged, on demand, to make available a list of all goods in the care of the purchaser and of which we retain the title rights thereof as well as a list of all amounts receivable due to us together with the names and addresses of creditors and the amounts owing to them. We retain the right, after due notification, to enter the premises of the customer at an appointed date in order to retake possession of the goods and sell them on the open market at the normal purchase price, with deductions of any operative costs, in order to make best possible use of those goods. Any repossession of goods to which we still retain the title of only has the meaning that we withdraw from the contract with the purchaser and obliges us to expressly state this in writing to the purchaser.
10. Transport Damage
For Consumers, If Goods with obvious Transport Damage are delivered, please complain to the Delivery Company as soon as possible and contact us immediately. The omission of a complaint or contact has no consequences for your legal claims and their enforcement, in particular your warranty rights. However, they help us to assert our own claims against the carrier or the transport insurance.
For Business customers, The Risk of accidental Destruction and accidental Deterioration will pass to You as soon as we have delivered the matter to the Carrier, the Carrier or the person or institution otherwise designated to Carry out the Shipment. The duty of investigation and reprimand laid down in § 377 HGB applies among merchants. If you omit the advertisement regulated there, the goods shall be deemed to have been approved, unless it is a defect which was not discernible in the investigation. This does not apply if we have maliciously concealed a defect.
11. Guarantee Liability for Defects
The legal Right to Liability Applies to consumers.
The Object of Purchase is free of defects if it has the contractually agreed nature. As a matter of principle, only the Agreements effectively made in the order Confirmation Are deemed to have been agreed. Application advice from the Seller in Word and Font is non-binding and does not exempt the Customer from the customer’s own inspection of the Products for Your Suitability. Liability for the Suitability of our Products for the Purpose intended by the Buyer is not accepted. Public Statements, Inprications and Advertising do not constitute a Contractual indication or Suitability of the Goods. The Customer does not receive guarantees in the Legal Sense, unless you are mandatory under the Product Liability Act.
The Delivered goods must be checked immediately upon receipt. Damage that appears to have been caused by the Transport Route must be documented on the Cargo documents and reprimanded by the respective Transporter. Complaints of obvious Defects must be communicated in writing immediately, no later than 14 Days after Receipt of the Goods. Hidden Defects are
To notify them in writing immediately, no later than seven Days after their Discovery, but no later than 6 Months after Delivery of the Goods. In the event of properly indicated and substantiated complaints, we are obliged to Replace or Re-deliver, repair, Change or Mitigate within reasonable Time at our Discretion. If we do not Fulfil this Obligation, the Buyer has the Right to Choose between these Remedies. Claims for damages due to Defects, Shortfalls or culpable Violations of Ancillary obligations are limited to the Value of the Delivered Goods. Further Claims-in particular those For Further damages that have not been incurred by the Goods themselves and also delicate Claims-are excluded. This Limitation does not apply to the extent that the Seller is absolutely liable in Cases of Intent or gross Negligence.
In the Case of the necessary Return of the defective goods to us, they must be repackaged with the same Care as they have been received and to be prepared for Collection or to be shipped to us. In the case of unpackaged returned goods, the Buyer misses the Possibility of Conversion or Replacement Delivery, this also applies if the Goods have already been used by the Buyer.
12. Personal Data
We store the Customer’s personal Data by means of electronic Data Processing in accordance with the Rules of the DS-GMOS.
13. Place of Performance, jurisdiction and Choice of Law
Place of performance for delivery and payment is our head office. Jurisdiction for both parts is Miltenberg, Germany. The business relationship between us and the purchaser is subject to the valid laws of the Federal Republic of Germany at that time. This also applies to exchange and Cheque Processes.
Relations Between us and the Customer are exclusively subject to the Law of the Federal Republic of Germany.
14. Dispute Resolution
The European Commission provides an Online dispute resolution (OS) platform, which You https://ec.europa.eu/consumers/odr/find here.
We are ready to take part in an out-of-court arbitration procedure before a consumer arbitration body.
The General Consumer Settlement Centre of the Centre for Arbitration is responsible, Strasbourg Street 8, 77694 Kehl am Rhein, www.verbraucher-schlichter.de
15. Final Provisions
Should one or more of these General Terms and Conditions of Business be or become invalid, then the validity of the remaining provisions under this contract will not be affected. Any provision that becomes invalid will be replaced by a provision that reflects that invalid provision in the most suitable and effective way.