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§ 1 General Provisions

The following terms and conditions of delivery and payment shall apply exclusively, and the buyer agrees to them upon placing an order. This applies equally to future transactions, even if not explicitly referred to, provided they were communicated to the buyer with an order confirmed by us. Should an order be placed deviating from these terms and conditions of delivery and payment, these terms and conditions shall still apply, even if we do not expressly object. Deviating agreements and terms and conditions shall only be binding if the seller explicitly confirms them in writing. Any opposing purchasing conditions of the buyer shall not apply. They are expressly rejected.

§ 2 Offers

Unless otherwise expressly agreed, offers regarding quantity, price, and delivery time are non-binding for the seller and are made subject to the condition of correct and timely self-delivery.
All prices are generally understood to be "ex works." Any increases in cost factors outside our control that come into effect between the conclusion of the contract and delivery will be charged to the buyer accordingly.
Measurements, colours, and designs are only approximate. The seller reserves the right to make minor deviations in design and colour. Samples are also only approximate.

§ 3 Delivery and Transfer of Risk

Delivery is generally "ex works" or from another shipping point of the seller's choice, packaging free, unless individual delivery terms have been agreed upon between the seller and the buyer.
The risk transfers to the buyer upon handover of the goods at the ramp or to a third party ready for transport.
For orders with a net goods value of less than 150.00 EUR, a small quantity surcharge of 25.00 EUR will be charged.

§ 4 Delivery Time – Delivery Impediment

Binding delivery dates require explicit agreement.
Unforeseen higher force and other unforeseeable extraordinary events, including material, energy, labour, and transport shortages, production disruptions, including industrial action, delays by upstream suppliers, traffic disruptions, official orders, etc., that make it impossible for the seller to fulfil his delivery obligations, shall release him from his delivery or service obligation for the duration of their effect or in case of impossibility of delivery or service completely. The seller shall inform the buyer of such an occurrence immediately.
If the seller is unable to fulfil his obligation for reasons other than those mentioned in paragraph 2, for which he is responsible, he shall only be liable for intent and gross negligence.

§ 5 Payment and Assignment Requirement

The seller grants a 2% discount on payments made within 10 days of invoicing.
The invoice amount is due net within 30 days of invoicing.
In case of justified doubts about the buyer's creditworthiness, the seller is entitled to make further deliveries only against advance payment, to make all outstanding invoices immediately due and payable, and to demand immediate cash payment or security, including for accepted bills of exchange.
Cheques or bills of exchange are accepted only for the sake of performance. Discount charges, fees, and costs are borne by the buyer.
The buyer can only assert a right of retention if it is based on the same contractual relationship. He can only offset with undisputed or legally established counterclaims.
The seller is entitled to assign claims arising from business relationships.

§ 6 Complaints, Warranty and Liability

Visible defects must be reported immediately upon receipt of the goods and documented by the buyer on the carrier's freight documents. If no complaint is made, the goods are considered proper. The basis of a visible defect complaint is the acceptance receipt signed by the buyer. If this does not contain a note of a visible defect, the buyer cannot claim a defect in the goods. For hidden defects, the statutory provisions apply. The seller is entitled, at his discretion, to remedy defects or deliver new goods. The seller is only liable for other legal reasons if he is guilty of intent or gross negligence.

§ 7 Retention of Title

All delivered goods remain the property of the seller until all claims arising from the business relationship between the parties have been settled. However, the buyer has a right to release according to his payments. The release takes place silently after payment. The oldest invoice is generally settled first. The buyer is entitled to resell the delivered goods while simultaneously assigning the claim against the buyer to the original seller. To secure the claim, the reseller is obligated to retain ownership of the goods for the original seller or, at his discretion, to provide equivalent security for the original seller.
Pledging or transferring ownership of goods subject to the seller's retention of title is not permitted. The buyer is obligated to inform the seller immediately of any enforcement action against the seller's property. In the event of enforcement against the seller's retained goods, the buyer is also obligated to notify the enforcement authority and the creditor that the goods are subject to the seller's retention of title. The obligation to notify also exists vis-à-vis the seller.
Balance drawing and balance acknowledgment do not affect the retention of title otherwise.
If the value of the existing securities exceeds the claims to be secured by more than 20%, the seller is obliged to release them upon the buyer's request.
Any processing or transformation of the reserved goods is carried out by the buyer for the seller without any obligation arising for the latter. In the event of processing, combining, mixing, or blending the reserved goods with other goods not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the reserved goods to the remaining processed goods at the time of processing, combining, mixing, or blending. If the buyer acquires sole ownership of the new item, the contracting parties agree that the buyer grants the seller co-ownership of the new item in proportion to the value of the processed or combined, mixed, or blended reserved goods and holds them for the seller free of charge.
The buyer is entitled to resell the reserved goods in the ordinary course of business only if he already assigns to the seller all claims arising from the resale against the buyer or third parties. If reserved goods are sold unprocessed or after processing or combination with items solely owned by the buyer, the buyer hereby assigns to the seller the claims arising from the resale in full. If reserved goods are sold by the buyer after processing/combination together with goods not belonging to the seller, the buyer hereby assigns the claims arising from the resale up to the value of the reserved goods with all ancillary rights and rank before the rest. The seller accepts the assignment. The buyer is authorized to collect these claims even after assignment. The seller's authority to collect the claims himself remains unaffected; however, the seller undertakes not to collect the claims as long as the buyer duly meets his payment and other obligations. The seller may demand that the buyer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and informs the debtors of the assignment.

§ 8 Default

The buyer is in default without a reminder if he does not settle the invoice in full within 30 days of invoicing or if a payment deadline specified in the invoice expires. In the case of an out-of-court reminder, the buyer must pay the seller 15.00 EUR per reminder plus all reminder fees and cash expenses.
If the seller stores goods for the buyer on call, the buyer is in default if he does not call off the delivered goods within 3 months of ordering.
In the event of exceeding the payment deadline, default interest of 3% above the discount rate of the European Central Bank or the usual bank default interest must be paid without special proof. If the seller has to pay higher interest, he can demand reimbursement upon proof.

§ 9 Seller's Rights in Case of Payment Default

If the buyer defaults on the payment of an invoice, all claims of the seller, including those arising later, become due in full immediately.
In the event of default, the seller is entitled, at his discretion, to withdraw from the contract after setting a reasonable grace period, which usually does not exceed 10 days, or to claim damages for non-performance. If the seller chooses damages for non-performance, he is entitled, at his discretion, to demand reimbursement after accounting for the damage or to claim a flat rate of up to 25% of the order price as damages without further proof, provided it concerns seasonal goods.
If the seller does not withdraw from the contract in case of acceptance default and does not claim damages for non-performance, he can demand a storage fee of 1% of the order price per month as a flat rate, provided he does not prove higher storage costs individually.
If the seller takes back goods under retention of title after withdrawal, he is entitled to claim compensation for depreciation up to 20% of the order price per month of delivery for seasonal goods. If the items are no longer produced in the following year due to design changes, the seller is entitled to claim a higher proven damage individually.

§ 10 Jurisdiction

The jurisdiction for all disputes arising from this contract is the District Court of Syke or the Regional Court of Verden/Aller. This also applies to cheque and bill of exchange payments. Only German law applies, excluding the UN Sales Convention.

§ 11 Severability Clause

Should any provision of these terms be invalid for any reason, the validity of the remaining clauses shall not be affected. In place of the invalid clause, a provision shall be adopted that comes as close as possible to the economic purpose and intent.

VIDEX GARDEN GmbH & Co. KG
Hoher Weg 52
D – 27211 Bassum

Registered office of the company: Bassum
HR Walsrode: Dept. HRA 203475

General delivery and payment conditions