Conditions of purchase for wholesale

General terms and conditions (GTC B2B) Last updated December 2020

 

Article 1 Scope

 

These general terms and conditions (hereinafter referred to as GTC) apply to all business relationships between Maxstore GmbH and businesses, legal entities under public law or special funds under public law. The general terms and conditions of Maxstore GmbH shall also apply to all future transactions with the customer, even if no express reference is made to the GTCs again in individual cases. Any terms and conditions of the customer that conflict with or deviate from these general terms and conditions of business shall not apply unless Maxstore GmbH has expressly agreed to their validity in writing. These general terms and conditions shall also apply if Maxstore GmbH executes the orders without reservation in the knowledge of conflicting or deviating terms and conditions of the customer. Even then, the customer's general terms and conditions shall not become part of the contract. The general terms and conditions of Maxstore GmbH apply to all orders, whether placed on the Internet, in writing, by telephone or by any other means. In addition, unless otherwise provided for in these general terms and conditions, the provisions of the German Commercial Code, the provisions of the German Civil Code and the Incoterms of the International Chamber of Commerce in Paris shall apply in the version current at the time of delivery or performance.

 

Article 2 Conclusion of a contract

 

a) Conclusion of contract via the online shop of Maxstore GmbH The goods and descriptions made available by Maxstore GmbH for retrieval on the Internet in the online shop do not constitute an offer within the meaning of Section 145 of the German Civil Code, nor do the offers in our brochures. The customer initiates the execution of the contract by making an offer to purchase the goods. This is done by completing the order process in our online shop. After entering the information required for the execution of the contract, such as shipping address, order data and selection of the payment method, a binding purchase offer is made by sending the order. Maxstore GmbH is entitled to review and accept the customer's contractual offer within 7 working days of receipt of the offer. Irrespective of this, Maxstore GmbH shall send a confirmation of receipt after receipt of the customer's offer. This confirmation of receipt merely confirms that the customer's offer has been received on the Maxstore GmbH server. This confirmation email does not constitute acceptance. Acceptance of the offer is provided with the dispatch of the ordered products to the customer. In this case, we usually confirm the dispatch with a separate confirmation. Irrespective of this, Maxstore GmbH may also confirm acceptance of the offer by means of an express declaration (e.g. by e-mail, letter, fax or telephone).

b) Conclusion of contract by telephone/written If the customer places an order otherwise (e.g. by e-mail, letter, fax or telephone), this does not constitute a purchase contract. In this case, the customer's order shall be taken by Maxstore GmbH, availability shall be checked and a separate confirmation shall be sent hereafter (e.g. by e-mail, letter, fax or telephone). The purchase contract is then concluded with this confirmation. Acceptance of the offer can alternatively also be provided by dispatch of the ordered products to the customer.

c) All offers made by Maxstore GmbH are subject to confirmation.

 

Article 3 Prices, payment

 

Deliveries and prices are ex works/administration Maxstore GmbH, Kirchenlamitzer Str. 115, 95213 Münchberg or, depending on the storage location, Maxstore GmbH, Nordring 80, 64521 Groß-Gerau and Maxstore GmbH, Hauptstr. 1, 95356 Grafengehaig, unless expressly agreed otherwise in writing. All prices are quoted in EUR and are exclusive of VAT, unless expressly stated otherwise. Fees, taxes and other incidental costs are not included in the prices. Delivery against prepayment. Deviating terms of payment are only effective if they have been expressly agreed in writing. As the prices of Maxstore GmbH are daily prices, price lists are always to be understood only as momentary bases for offers. Maxstore GmbH reserves the right to withhold delivery of the goods ordered until the customer has made advance payment or provided suitable security for the goods.

 

Article 4 Offsetting and right of retention

 

The customer of Maxstore GmbH shall only have the right of offsetting and retention if the customer's counterclaims arise from the same contractual relationship, have been legally established or are undisputed. This shall be without prejudice to Section 369 of the German Commercial Code.

 

Article 5 Retention of title

 

The retention of title agreed below serves to secure all our respective current and future claims arising from the existing supply relationship, including balance claims from a current account relationship limited to this supply relationship. Until full payment of all claims arising from the purchase contract and from the legal relationship with the customer as a whole, the items delivered shall remain the property of Maxstore GmbH. In the event of processing, combining or mixing with items not belonging to Maxstore GmbH, Maxstore GmbH shall acquire co-ownership in the ratio of the invoice value of the reserved goods to the invoice values of the other materials. The customer shall store the goods subject to retention of title free of charge for Maxstore GmbH. The customer shall treat the reserved goods with care. The customer shall be obliged to insure the goods subject to retention of title at its own expense against damage caused by fire, water and theft at their replacement value and hereby assigns its claims for compensation under these insurance policies to Maxstore GmbH. Maxstore GmbH hereby accepts the assignment. The customer is entitled to resell the goods in the ordinary course of business; however, he hereby assigns to Maxstore all claims in the amount of the invoice value (including VAT) arising from the sale of the goods, including bills of exchange and cheques, as security for the respective claims. Maxstore GmbH hereby accepts the assignment. Following the sale of goods in which Maxstore GmbH has co-ownership, the assignment shall be limited to the share of the claim corresponding to its share of co-ownership. The customer remains entitled to collect these claims even after assignment. The right of Maxstore GmbH to collect the claim itself shall remain unaffected by this. Maxstore GmbH provisionally waives its right to collect the claim as long as and insofar as the customer meets its payment obligations towards Maxstore GmbH, is not in default of payment and, in particular, no application has been made to open insolvency proceedings. If this is the case, Maxstore GmbH may demand that the customer informs it of the assigned claims and their debtors, provides all information required for collection, hands over the relevant documents and informs and discloses the assignment to the third party. If third parties gain access to the goods subject to retention of title, in particular through seizure, the customer shall immediately draw their attention to the ownership of Maxstore GmbH and inform us of this in order to enable us to enforce our ownership rights. If the third party is not in a position to reimburse Maxstore GmbH for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable to Maxstore GmbH for these. Maxstore GmbH shall release the goods subject to retention of title and the items or claims replacing them on request if their value exceeds the amount of the secured claims by more than 20%. The selection of the items to be released thereafter shall be made by Maxstore GmbH. If Maxstore GmbH withdraws from the contract in the event of a breach of contract on the part of the customer – in particular default in payment – it shall be entitled to demand the return of the goods subject to retention of title.

 

Article 6 Delivery and deadlines

 

Unless expressly guaranteed in writing, all stated delivery dates are non-binding. Force majeure of any kind, such as unforeseeable operational, traffic or shipping disruptions, shortages of raw materials or supplies, lawful strikes, lawful lockouts, etc. shall release Maxstore GmbH from the obligation to deliver or accept for the duration and scope of the disruption. This also applies if these disruptions occur at the suppliers of Maxstore GmbH.

 

Article 7 Withdrawal by Maxstore

 

Maxstore GmbH shall have the right to refuse delivery if, after the conclusion of the contract, it becomes apparent that the claim to payment of the purchase price is jeopardised by a lack of ability to pay on the part of the customer. In this case, Maxstore GmbH must inform the customer of this and give him the opportunity to provide suitable and suitable security. Withdrawal by Maxstore GmbH is not possible insofar as and as long as Maxstore GmbH accepts the security provided. In such a case, Maxstore GmbH shall set the customer a deadline for payment of the purchase price by means of advance payment or for the provision of security concurrently with delivery of the ordered product. If Maxstore GmbH is permanently (8 weeks) prevented from delivering due to force majeure or other events unforeseeable at the time the contract was concluded, as set out in Article 6, and Maxstore GmbH is not responsible for this circumstance, Maxstore GmbH shall be entitled to withdraw from the contract without the customer being entitled to claim damages. If Maxstore GmbH exercises the right of withdrawal to which it is entitled under this provision, all claims for damages on the part of the customer shall be excluded unless they arise from intentional conduct, for guaranteed characteristics, on account of injury to life, limb or health or under the German Product Liability Act.

 

Article 8 Warranty and obligation to provide notice of defects

 

Warranty claims by the customer due to a defect in the goods shall only exist if the customer notifies Maxstore GmbH of these defects in writing within 10 days of receipt of the goods or, in the case of hidden defects, immediately after their discovery, stating the alleged defect. Otherwise, all warranty claims and the related claims for damages are excluded. The customer's duty to inspect extends to the entire delivery received. The receipt of the written notification of defects by Maxstore GmbH shall be decisive for the timeliness of the notification. As long as and insofar as justified defects are notified, Maxstore GmbH shall be obliged, at its discretion within a reasonable period of time, to supply a defect-free item in exchange for the surrender of the defective item or to remedy the defect. In any case, the customer is obliged to pack the defective item properly and send it to Maxstore GmbH to enable fulfilling warranty obligation. The associated, comprehensible, reasonable and proven expenses shall be borne by Maxstore GmbH in the event of a justified complaint. If the supplementary performance fails (after two attempts), the customer is entitled either to reduce the agreed purchase price or to withdraw from the contract. In the event of minor defects, the customer shall not be entitled to withdraw from the contract. If a defect is due to the fault of Maxstore GmbH, the customer may claim damages under the conditions set out in Article 9. The warranty period is one year from the transfer of risk of the goods. The reduction of the warranty obligation to one year does not apply to claims of the customer for which liability is not limited (Article 9). The warranty does not cover alleged defects caused by natural wear and tear or improper handling. In particular, Maxstore GmbH shall not be liable for changes to the goods sent as a result of improper handling or storage. Maxstore GmbH's warranty obligation shall not apply if the customer carries out rectification himself or has it carried out by a third party without Maxstore GmbH's consent. Maxstore GmbH's liability under the warranty exists only for direct damage, but not for indirect damage and/or consequential damage.

Note on the transfer of risk

The risk of accidental loss or deterioration shall pass to the customer upon handover to the company commissioned to carry out the transport.

 

Article 9 Limitation on liability

 

Maxstore GmbH's liability for damages, irrespective of the legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contractual negotiations and tort, shall be limited in accordance with the provisions of this Article 9, insofar as it is based on fault. Maxstore GmbH shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Essential contractual obligations are the obligation to deliver the delivery item on time, its freedom from defects that impair its functionality or usability more than insignificantly, as well as advisory, protective and custodial obligations that are intended to enable the customer to use the delivery item in accordance with the contract or are intended to protect the life or limb of the customer's personnel or to protect the customer's property from significant damage. Insofar as Maxstore GmbH is liable for damages on the merits, this liability shall be limited to damages which Maxstore GmbH foresaw as a possible consequence of a breach of contract at the time the contract was concluded or which it should have foreseen if it had exercised due care. Furthermore, indirect damage and consequential damage resulting from defects in the object of delivery is only subject to compensation insofar as such damage is typically to be expected when using the object of delivery as stipulated. In the event of liability for simple negligence, Maxstore GmbH's obligation to pay compensation for damage to property and any further financial loss resulting therefrom shall be limited to an amount of EUR 250,000 per case of damage, even if this involves a breach of material contractual obligations. The above liability exclusions and limitations shall apply to the same extent to the governing bodies, legal representatives, employees and other vicarious agents of Maxstore GmbH. Insofar as Maxstore GmbH provides technical information or acts as an advisor and this information or advice is not part of the contractually agreed scope of services owed by it, this is done free of charge and with the exclusion of any liability. The limitations of this Article 9 shall not apply to Maxstore GmbH's liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the German Product Liability Act.

 

Article 10 Default of payment

 

If the customer of Maxstore GmbH defaults on payment of the purchase price in whole or in part, or if the customer has suspended payment, all payment obligations of the customer towards Maxstore GmbH shall become due immediately, irrespective of the performance of any deferral commitments that may have been granted. Instalment agreements or similar arrangements shall become void. Insofar as information or other facts show that the claims of Maxstore GmbH arising from the deliveries carried out or from the above deliveries are at risk, Maxstore GmbH shall be entitled to withdraw from the contract with immediate effect and to claim damages. If the customer of Maxstore GmbH is in default of payment, Maxstore GmbH shall be entitled to deny the customer the right to resell the goods, the authorisation to collect payment and its right of possession of all goods that have not been paid for in full. From the time of default in payment, Maxstore GmbH shall also be entitled to demand interest on arrears at a rate of 10 percentage points above the base rate from the time of default. From the time of default in payment, Maxstore GmbH shall furthermore be entitled to demand the granting of direct possession of the goods and to select and remove them from the customer's premises.

 

Article 11 Image rights and copyright

 

All graphics and images used are subject to German copyright law. These copyrights are held by Maxstore GmbH or by partners of Maxstore GmbH. Use without express consent is not permitted. The same applies to product descriptions pre-formulated by Maxstore GmbH or its partners.

 

Article 12 Data protection

 

Maxstore GmbH shall collect, store and process the data required for the transaction, complaint or dispatch processing to the extent that and as long as this is necessary for the processing of the contract with the customer. Maxstore GmbH uses computer-protected storage for this purpose.

 

All personal data shall be treated confidentially and shall only be passed on to third parties as long as and insofar as this is necessary for the execution of the contract (in the case of payment service providers, transport companies, etc.).

 

Our customer is entitled to inspect the usual stored data, to request changes and/or to claim deletion.

 

Article 13 Place of jurisdiction, place of performance and final provisions

 

Contracts with Maxstore GmbH shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for any disputes arising from the business relationship shall be the respective registered office of Maxstore GmbH, whereby Maxstore GmbH shall be entitled, but not obliged, to also sue the customer at his place of jurisdiction. If any of the provisions of these GTCs or of the contract are or become invalid, this shall not affect the validity of the remaining provisions. Ineffective or unenforceable provisions shall be replaced by mutual agreement by an effective or enforceable provision which comes as close as possible in its economic result to the ineffective or unenforceable provision. All amendments to a contract concluded with Maxstore GmbH – as well as the entering into of the contract, unless an order is placed by telephone – must be made in writing. The same applies to the waiver of the written form requirement itself.

 

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