General Terms and Conditions
These General Terms and Conditions of Delivery shall apply to any and all present and future legal relationships concerning the sale and delivery of goods and services.
General Terms and Conditions of the company ADVEO Deutschland GmbH
1.1. Our General Terms and Conditions of Delivery shall apply exclusively. We do not acknowledge any contrary provisions, provisions which deviate from our General Terms and Conditions of Delivery or other declarations, unless we have explicitly given our consent to their validity in writing. Our General Terms and Conditions of Delivery shall also apply, in case we make deliveries to the client without reservation in knowledge of contrary provisions or provisions deviating from our general terms of delivery.
1.2 These General Terms and Conditions of Delivery shall apply to any and all present and future legal relationships concerning the sale and delivery of goods and Services.
1.3 Our General Terms and Conditions of Delivery shall apply exclusively to any and all contractual relationships with entrepreneurs within the meaning of Section 310 (1) German Civil Code ("BGB"), legal entities governed by public law, and special trusts under public law.
2. Offer and Conclusion of Contract
2.1 Until the acceptance by the customer, our offers remain without engagement and are non-binding. Our written confirmation is decisive for any and all acceptance and the execution of orders, except for orders made by e-commerce. In this case, our acceptance period for orders of stock items is 1 week. In case items are ordered which we have to procure, our acceptance period shall be 2 weeks. Any objections regarding our order confirmations shall be made in writing without delay, but at the latest within one week after receipt; otherwise the transaction shall be deemed to be concluded in accordance with the terms and conditions we confirmed in writing. In case of acceptances and executions of orders via e-commerce the following shall apply: By sending a purchase order by e-commerce, the customer makes a binding offer for the ordered goods with the intention to conclude a purchase agreement. We confirm the reception of the customer's order by sending an electronic confirmation. However, such confirmation does not constitute the acceptance of the offer by us. Its sole purpose is to inform the customer that we received the order. The declaration of acceptance of the contract offer will either be made by delivery of the goods or an explicit declaration of acceptance. The orders of the purchaser by e-commerce have to be placed by indicating the customer number and the secret PIN number of the customer; outside of e-commerce, the customer shall use its letterhead and indicate its customer number. In case the purchaser is with us connected to a common system for the exchange of digital signatures, the purchaser shall use its digital signature for orders placed by e-commerce. Confirmed prices shall only apply in case of confirmed amounts.
2.2 Our agents authorized to contract are not authorized to make oral side agreements or to give any guarantees exceeding the scope of the written contract. Therefore, in order to become valid, any special agreements with the agent authorized to contract always require our written confirmation.
2.3 Unless otherwise explicitly agreed upon, any agreements and those on user software on the other constitute two legally autonomous and entirely independent agreements; this shall apply, even if they are based on one uniform order and/or one uniform order confirmation. Any legal defects and/or impairments of the performance of an obligation concerning one contractual relationship do not have any impact on the other.
3. Prices and Payment Terms, Offset, Retention, Deterioration of the Customer's Assets, Closing of Accounts in Case of Current Account Relationships, Sending of Invoices All prices are in Euro (€). Unless other prices have been confirmed in writing, we calculate our prices according to our valid price list agreed upon with the customer on the day of contract conclusion. Unless we have explicitly confirmed fixed prices, we reserve the right to amend our prices appropriately, if, after the conclusion of the contract, cost reductions or cost increases take place, in particular due to remunerations requested by third parties integrated into the service provision, or in case of changes in material prices, transport costs, or public charges. We will prove them to the customer upon request. However, in case the listed prices have increased by more than 10% since the contract conclusion, the customer is entitled to rescind the agreement. The customer shall make use of such right immediately after the notification on the increased price.
3.1 Our prices do not include the statutory VAT. The statutory VAT applicable on the day of invoicing is stated separately.
3.2 Our prices are ex warehouse, unless otherwise agreed upon in individual cases. In case of dispatch, the customer shall bear the transportation costs ex warehouse and the expenses for a transport insurance, if requested by the purchaser. The customer shall bear any and all duties, fees, taxes, and other public charges.
3.3 Our invoices are immediately due and have to be paid without deduction. We send our invoices in electronic form; should the customer request an invoice in paper form, the customer will be invoiced one euro for each sent invoice. We only grant a discount after a separate agreement in writing - and exclusively with regard to discountable articles. By clicking on the following link http://www.spicers1.de/sicis/index.htm, the customer can download the list of the non-discountable articles.
3.4 The customer shall only be entitled to set-off, insofar as its counterclaims are recognized by us or by declaratory judgment, or are uncontested. A right of retention shall be excluded to the same extent.
3.5 In case it becomes apparent after the conclusion of the contract, that our payment claim is put at risk due to the customer's inability to pay, we are entitled to refuse performance, unless the customer fulfills our payment claim or provides security for it. In case we offer performance upon tender of counter-performance, we can set an appropriate deadline for the payment or the granting of a security by the customer. In case the customer fails to fulfill its obligation, we are entitled to rescind the agreement.
3.6 Unless otherwise agreed upon, we close the account at the end of each month in case of a current account relation; in doing so, we set off any and all claims (including interest), which have arisen during this period of time. In case the closing of accounts is incorrect or incomplete, the customer shall notify us of any objections at the latest six weeks after receipt. For the timeliness of any objection, the receipt by us is decisive. The customer's failure to raise an objection in a timely manner shall be deemed as approval. We will particularly draw the customer's attention to this consequence when closing the account. The customer may also request a correction of the closing of accounts after the end of the deadline; in this case, however, the customer must prove that the account was either wrongly debited or mistakenly not credited.
3.7 We reserve the right to assign or transfer any and all existing and future claims against the customers, including the related security interests (in particular the extended reservation of title pursuant to Section 7), to third parties.
4. Terms for Delivery, Shipment; Passing of Risk, Force Majeure and Delay, Delivery, Settlement
4.1 Insofar as we have not agreed on binding terms for delivery and delivery dates, the usual non-binding term for delivery is approximately 4 days for stock items and approximately 6 weeks for items we have to procure. Even in case we have agreed on binding terms for delivery, we are not in default until the purchaser has sent us a reminder. Unless we have guaranteed delivery times in a binding manner, they shall be subject to proper and timely delivery by our own suppliers.
4.2 Delivery is ex warehouse, this is also the place of fulfillment. Upon request by the customer, we will ship the goods to another place of destination. The customer shall bear the additional charges incurring in connection with the shipment to another country. Insofar as the goods cannot be successfully shipped to the other place of destination determined by the customer, and, for this reason, the goods have to be shipped to the customer's place of business or again to the other place of destination, the customer shall bear any and all additional expenses incurred. Unless the parties have agreed on collection by the customer or pickup by a third party and the customer has given particular instructions, we are entitled to determine the forwarder or carrier, dispatch route, and the means of carriage and protection. Section 3.1 shall remain unaffected.
4.3 Terms for delivery begin on the day of the final and complete order confirmation, however, not before the provision of any and all documents, approvals, authorizations or releases to be obtained by the customer as provided in the contract. Customer's default of acceptance or culpable violation of any other obligations to cooperate, entitles us to claim the damages caused in this respect including any eventual additional expenditures. We reserve the right to make further claims.
4.4 Terms for delivery have been met, if we have the goods ready for shipment ex warehouse in a timely manner and/or in case of shipment at the request of the customer, have handed over the goods for shipment at due date. Unless we have explicitly agreed to take care of the dispatch of the goods, we shall not be responsible for the timely and fast transport.
4.5 We are entitled to make partial deliveries and invoice them separately, provided that this is acceptable to the customer and we have sufficiently considered the legitimate interests of the customer.
4.6 Risk shall pass to the customer upon delivery to the forwarder or carrier, but at the latest when the goods leave the warehouse. This shall also apply, in case we have agreed on a delivery free of charge in a particular case. Under the conditions of Section 4.3, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer upon its default of acceptance or its debtor's delay.
4.7 We shall not be responsible for any delays in delivery or performance for reasons of force majeure. Events of force majeure entitle us to defer the delivery by the duration of the impediment caused by the force majeure plus an appropriate start-up period, or to withdraw from the agreement, entirely or in parts, due to the unfulfilled part of the contract. Strike, lockouts, mobilization, war, bans on export or import and other similar interferences shall be equal to force majeure, regardless of whether they occur to us or to our supplier. We shall inform the customer without delay before the occurrence of the event of force majeure, which will impede an upcoming delivery. In case an impediment takes longer than two months, the customer is entitled to withdraw from the contract with regard to the unfulfilled part of the delivery, after having set an appropriate grace period; any and all advance payments made by the customer will be reimbursed without delay.
4.8 We shall be liable according to the statutory provisions, insofar as the purchase agreement, on which the transaction is based, is a transaction for delivery by a fixed date within the meaning of Section 286 (2) no. 4 BGB or of Section 376 German Commercial Code ("HGB"). We shall also be liable according to the statutory provisions, in case the customer is entitled to claim that its interest in the further fulfillment of the contract has ceased to exist as a consequence of a delay in delivery we are responsible for. Furthermore, we shall also be liable according to the statutory provisions, if the delay in delivery is caused by an intentional breach or gross negligence, we are responsible for; any fault of our representatives or vicarious agents is attributable to us. In case the delay in delivery is not attributable to an intentional breach of a contract we are responsible for, our liability for damages shall be limited to the predictable, typical damage.
4.9 We do not take back any one-way packaging, insofar a dual system of waste disposal has been set up in which the manufacturer and/or distributor of the goods is involved and which has been acknowledged by the competent authorities according to Section 6 (3) Packaging Ordinance. Pallets and reusable packaging shall be returned at certain times arranged with us. Any unilateral deductions from the invoice for the disposal of packaging material, in particular transport packaging is inadmissible, irrespective of the applicability of the Packaging Ordinance. The customer shall bear the costs for the return transport of packaging.
4.10 Unless otherwise agreed upon, we deliver "free domicile", behind the first closed door, ground floor, at ground level. Heavy cargo such as vaults, weapon cabinets, or the like is delivered free curb delivery. In case of delivery to islands, special conditions apply. We are happy to inform you about them.
4.11 Our carriers provide us with a so-called electronic proof of delivery. In case the customer requests a signed proof of delivery later than 14 days after delivery, we will charge the customer a fee of at least 50, -- Euro. In case of higher costs for the provision of the proof of delivery by the carrier, the customer shall reimburse these expenses.
4.12 The return of products has to be in compliance with the ADVEO returns process. Any and all products returned shall be safely packed in covering boxes. The customer must refrain from writing on the original packing in any manner. In the event of any writing on the packing, the product is deemed as damaged and the requested product value is not reimbursed.
5. Warranty and Liability for Defects
5.1 The customer shall inspect the delivered goods without delay with regard to any deficiencies, damages in transit, or apparent defects; the customer shall notify us of any findings of this kind without delay. The customer shall procure from the carrier or its authorized person a confirmation about any obvious damages or deficiencies determined upon reception of the goods. Any claims of the customer against us based on our liability for defects require the customer's proper and timely compliance with its duties of inspection, notification, and rejection set forth in Section 377 HGB.
5.2 Any public statements, in particular in advertisements, about certain qualities of the goods are only a part of the agreement on the legal and factual nature concluded with the customer, if they are explicitly mentioned in the agreement; otherwise they are not part of the agreement. Unless otherwise explicitly agreed upon, installation or assembly instructions are not an integral part of our obligation. Any information on the assembly or references to the application technology delivered together with the goods is non-binding; they do not create any liability for us and do not exempt the customer from its obligation to perform its own examinations and tests in connection with an assembly or an installation.
5.3 Prior to supplementary performance by delivering a new item free of defects, we reserve our right to remedy the defect first. In case of a removal of the defect, we are obliged to bear any and all expenses which are necessary for the removal of defects, in particular, but not limited to transportation, travel, labor, and material costs, unless they are increased by the fact that the customer transported the item to a place other than the place of fulfillment.
5.4 In case the supplementary performance fails or we are not willing or able to remedy the defect or to make a subsequent delivery, the customer is entitled to choose between the cancellation of the purchase (rescission) or a reduction of the purchase price (reduction in price).
5.5 The limitation period for claims based on defects is 12 months as of the passing of the risk. In the event of a delivery recourse in accordance with §§ 478, 479 BGB, the legal period of limitation applies. It is 5 years, calculated as of the delivery of the defective item.
5.6 Any acceptance of returned goods which are free from defects requires an explicit agreement. In case we accept returned goods which are free of defects, the customer shall pay us a flat shipping rate in conformity with the applicable price list agreed upon with the customer. Additional items (procurements) and items which have been modified since the delivery, can neither be exchanged nor credited. Likewise, so-called direct delivery items shall also be non-returnable; at present their order numbers are printed in red in our order catalogue.
5.7 In case the customer claims damages which are based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents, we shall be liable according to the statutory provisions. Unless we are charged with a willful breach of a contract, our liability for damages shall be limited to the predictable, typical damage.
5.8 In case we are in breach of essential contractual obligations by culpable action, we shall be liable according to the statutory provisions. However, in this case our liability for damages shall be limited to the predictable, typical damage. The term of the essential contractual obligation is either used for the identification of an essential breach of duty which has been described in a specific manner and which puts the achievement of the contract purpose at risk, or as a duty which has been explained in an abstract manner, whose fulfillment makes the due performance of the contract possible in the first place, and on whose compliance the customer may generally rely on.
5.9 Insofar as the customer has a claim for damages instead of the claim for performance, our liability within the scope of Section 5.4 shall be limited to the reimbursement of the predictable, typically foreseeable damage.
5.10 In the event of culpable injury to life, limb or health, our liability remains unaffected. This shall also apply to the mandatory liability under the German Product Liability Act ("Produkthaftungsgesetz").
5.11 In case we deliver the goods with a manufacturer's warranty, any claim against us based on § 437 BGB requires that the customer has asserted its warranty claims against the respective manufacturer in writing without results. This shall not apply, in case the scope of the warranty of the manufacturer - is inferior to or shorter than a warranty provided by us, or - if our warranty on a quality exceeds the warranty of the manufacturer. We will provide the customer with the necessary information on the manufacturer so that the customer can assert its possible warranty claims. After the full payment of the purchase price, we will transfer these warranty rights against the manufacturer/supplier/author of the product to the customer. In case of a warranty, we undertake to provide the customer with any and all useful information and, if necessary, act as its representative. In case of possible defects of the product, we do not grant any additional warranty rights in addition to such transferred rights.
5.12 Insofar as we provide technical information or advice and such advice is not part of our scope of services agreed upon, it shall be provided under the exclusion of liability and free of Charge.
6. Joint Liability, Rescission
6.1 Any further liability for damages beyond the scope set forth in Section 5 shall be excluded, regardless of the legal nature of the claim. This shall in particular apply to claims for damages based on fault upon conclusion of contract, for reasons of other breaches of duty, or due to tortuous claims for property damage as set forth in Section 823 BGB.
6.2 The limitation set forth in Section 6.1 shall also apply, insofar as the customer claims compensation for futile expenditures instead of performance, instead of a claim for damages.
6.3 Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our office employees, factory workforce, staff members, representatives, and vicarious agents.
7. Reservation of Title
7.1 Until we have received all payments in connection with the current account relation (business relationship) with the customer, we reserve the ownership of the purchased item; such reservation refers to the acknowledged balance. Customer's conduct in breach of contract, especially a delay in payment, entitles us to take back the purchased item. The action of taking back the purchased item shall be deemed as rescission of the contract. After we have taken the purchased item back, we are entitled to its sell it; the proceeds of the sale shall be credited against the customer's liabilities minus adequate utilization costs.
7.2 The customer is entitled to resell the purchased item within the scope of the ordinary course of business; however, with immediate effect, the customer assigns to us any and all claims in the amount of the final invoice amount (including VAT) invoiced by us, which come into existence due to the resale to its buyers of third parties; this shall apply regardless of whether the purchased item has been resold without or after processing. These claims assigned to us by the customer with immediate effect also apply to the established balance, as well as to the existing "causal" balance in case of the insolvency of the buyer. The customer remains entitled to collect the claims after the assignment. Our right to collect the claim remains unaffected hereof. However, we undertake to refrain from collecting the claim, as long as the customer complies with its payment obligations based on the collected proceeds, is not in delay with the payment, and, in particular, no request to open settlement or insolvency proceeding has been filed, or the customer has ceased to make payments. However, should this be the case, we have the right to request the customer to inform us about the assigned claims and their respective debtors as well as about any and all details we need to collect the receivables, furthermore, to provide us with the corresponding documents and to inform the debtors (third parties) about the assignment.
7.3 The processing or transformation of the purchased items by the customer shall be deemed as effected for us. In case the purchased item is processed together with items not belonging to us, we shall obtain co-ownership of the new items in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. Besides, the provisions regarding the purchase items delivered under reservation of title shall equally apply to the new goods created by processing.
7.4 In case the purchased item is inseparably mixed together with items not belonging to us, we shall obtain co-ownership of the new items in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. In case the goods are mixed in such a manner that the customer's item is regarded as the main item, the parties hereby agree that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall safeguard the thereby created sole or co-property for us.
7.5 In order to secure our claims against the customer, the customer shall also assign to us its claims against third parties arising due to the combination of the purchased item with a real property.
7.6 Upon request of the customer, we shall release our securities, insofar as the realizable value of our securities exceeds the claims to be secured by more than 10 %, the choice of the securities to be released remains at our discretion. In case the value of the securities exceeds our claims by more than 10%, we will release securities of our own choices in this respect upon request of the customer.
7.7 In the event of delay in payment, cessation of payment, filing of an insolvency petition, or any other financial collapse of the customer, we are entitled to request the customer to inform us about the assigned claims and their respective debtors as well as about any and all details we need to collect the receivables, to provide us with the corresponding documents, and to inform its debtor about the assignment. We reserve our right to directly collect these claims. As of this point in time, the customer may only dispose of these claims with our consent; furthermore, the customer may request the immediate return of the goods which are subject to our retention of title.
7.8 In case of seizures or other interventions by third parties, the customer shall notify us without delay in writing, so that we are able to raise an action pursuant to Section 771 German Code of Civil Procedure ("ZPO"). In case the third party is not able to reimburse us the judicial and extra-judicial expenses incurred in connection with an action pursuant to Section 771 ZPO, the customer shall be liable for any and all loss we suffer.
8. Price Lists/Recycling Service Charge/GEMA
The price lists and service charges agreed upon with the respective customer shall apply. With every order, we will charge a recycling service charge of 0.95 € plus the statutory VAT. The purchase price for blank sound/data carrier in Germany includes copyright fees (GEMA fees). In the event of the export of blank sound/data carriers, the customer is obliged to pay the relevant national copyright fees applicable to the customer, unless such law obliges us to pay the fees.
For every order, an environmental fee of 0,95 Euro plus the statutory VAT will be charged. Unless otherwise agreed, the following applies:
Environmental fee € 0,95 € 0,95
Delivery to warehouse < 29,– € € 3,95 € 5,95
Delivery to warehouse > 29,– € € 1,95 € 3,95
End-Costumer delivery < 29,– € € 3,95 € 5,95
End-Costumer delivery > 29,– € € 1,95 € 3,95
Cost Centre /desk top delivery on demand —
Delivery to German Islands on demand —
Manual Order entry € 5,40 € 5,40
Single return on customer demand
Within 30 Days € 5,95 € 9,95
Single return on customer demand
within 30 Days per pallet € 49,00 € 99,00
Collected returns on customer demand: transportcost paid by costumer 85% credit note for resalable goods
withTrans-o-flex until 12:00 am** € 11,90 —
withTrans-o-flex until 10:00 am** € 15,90 —
Direct deliveries from supplier to costumer /end-customer carriage free to the door, all other carriage free to frontier
For furniture and safes separate conditions do apply und (see catalogue).
Export Group 1 *
Belgium, Denmark, France € 14,95
Export Group 2*
Italy, UK € 17,95
Export Group 3*
Finland, Ireland, Portugal,,
Sweden, Spain (continent) € 19,95
Export Group 4*
Poland, Czech Republic, Hungary € 27,95
Export Group 5*
Switzerland, Norway, the Canaries on demand
Pallet delivery on demand.
The fees do not include any applicable statutory German or foreign sales tax. Delivery to German islands: different prices apply.
* Foreign country delivery: ADVEO reserves the right to surcharge additional cost for delivery to regions difficult to reach. (e.g. islands)
** Delivery possible on Saturdays on demand
*** Subject to Change
9. Data Privacy, Contract Provisions
9.1 The protection of your personal data within the scope of the collection, processing and use on the occasion of your visit of our website and/or our other electronic media is important to us. Your data is protected within the scope of the statutory provision. We log every access to our homepage and any and all fetch of a file stored on our homepage. The storage serves internal system-related and statistical purposes. We protocol the following: name of the fetched file, the date and time of the fetch, transferred amount of data, report on successful fetch, web browser, and requesting domain. In addition, we are able to protocol the IP addresses of the requesting computer. We only store further personal or company related data, if you voluntarily provide such information, for example within the scope of a request or registration (such as customer or supplier registration).
9.2 Insofar as you have provided us with personal or company-related data, we will only use it to answer your requests, to execute contracts concluded with you, and for the technical administration. We will only pass or transfer your personal or company-related data to third parties, if this is necessary for the execution of the contract - in particular the transfer of order data to suppliers -, or for invoicing purposes, or in case you have given your prior consent. You are entitled to revoke a granted consent with effect for the future at any time (Phone +49 (0)5132/929-0; fax +49 (0)5132/929-444; firstname.lastname@example.org). In individual cases, at the request of a competent authority, we may provide information on your personal data, insofar as this is necessary for the purpose of criminal prosecution or in order to prevent threats to the state and public security. We will delete the stored personal or company-related data, in case you revoke your consent to storage, if we no longer need the data to fulfill the purpose pursued with the storage, or if the data storage is inadmissible for other statutory reasons. The aforementioned provision shall not apply to data, which we must store for statutory reasons.
9.3 Upon written request, we will gladly inform you about the data stored about you or your Company.
10. Export Restrictions
The customer acknowledges that the transfer of any and all products imported from the USA are subject to the applicable statutory export regulations of the USA, as amended from time to time, as well as the corresponding amending laws regulating the export and/or re-import of hardware, software, technical information and any and all products resulting therefrom. The customer agrees to refrain from exporting and/or re-importing the products, information, and any and all directly or indirectly related documents imported from the USA to countries or to ultimate customers or for the purpose of final usage, which are subject to export restrictions pursuant to the applicable provisions of the export legislation of the USA (including any and all corresponding legal texts) without the prior authorization by the competent authority (United States of America Department of Commerce's Bureau of Export Administration) or a comparable governmental institution.
Export restrictions apply, inter alia, as follows:
- Ultimate customers which are subject to export restrictions: All ultimate customers, with respect to whom the customer knows or has the suspicion that he/she will use the products imported from the USA for the planning, development, or production of rockets or rocket technologies, atomic bombs, nuclear weapon technology or chemical or biological weapons.
- Final usage, which is subject to export restrictions: any usage of products imported from the USA which are related to the planning, development, or production of rockets or rocket technologies, atomic bombs, nuclear weapon technology or chemical or biological weapons.
10.2 Export restrictions are subject to change on a regular basis. In case of questions regarding the applicable export provisions, the customer shall contact the Bureau of Export Administration, Unites States Department of Commerce, Office of Export Licensing, Washington, DC, USA (202) 377 4811 or the consulates of the USA in the respective countries.
10.3 As a general rule, the customer agrees to any and all provisions and amendments which apply to the customer with regard to an export and/or re-import restriction. In case the customer does not comply with this provision, the customer undertakes to reimburse any and all expenses and losses suffered by ADVEO Deutschland GmbH due to this non-compliance.
11. Place of Venue, Choice of Law, Change of Contracting Parties
11.1 Place of venue for any and all disputes between the parties involved arising in connection with the contractual relationship shall be Hannover, Germany. However, we are also entitled to file an action against the customer at the customer’s general place of jurisdiction.
11.2 The relationship between the parties involved shall be exclusively governed by the laws of the Federal Republic of Germany, to the exclusion of UN sales law.
ADVEO Deutschland GmbH
Valid as of July 2017