terms and conditions
I. General terms and conditions
The following sales conditions apply to all contracts concluded between the buyer and us (Grünberg GmbH) for the delivery of goods. They also apply to all future business relationships, even if they are not expressly agreed again.
II. Offer and conclusion of contract
The presentation of our goods and the opportunity to order do not create a binding offer. Only when the buyer places an order does this constitute an offer to us to conclude a purchase contract. After placing the order, you will receive an order confirmation from us by email, which confirms receipt of the order and lists the details. This order confirmation does not constitute acceptance of the offer, but merely informs about receipt of the order, which is to be viewed as an offer to conclude a purchase contract. We reserve the right to send a modified order confirmation within four weeks (e.g. due to product availability or errors), thereby accepting the offer in modified form. The buyer then has 14 days to object after receiving the changed order confirmation. If the buyer does not receive a modified order confirmation from us within four weeks, the offer is deemed accepted.
We reserve the right to only manufacture our items if our customers' orders reach a minimum order quantity (MOQ). If the MOQ is not reached, we reserve the right not to produce the ordered item and to withdraw from the contract in whole or in part.
We reserve the right to only manufacture our items if our customers' orders reach a minimum order quantity (MOQ). If the MOQ is not reached, we reserve the right not to produce the ordered item and to withdraw from the contract in whole or in part.
III. Acceptance
The buyer is obliged to accept the ordered goods (main obligation). If the buyer defaults on accepting the goods, we are entitled, after a reasonable grace period, to demand compensation for non-performance and to withdraw from the contract.
IV. Shipping
Delivery is made in accordance with Incoterms 2000 "ex Works" ex works or warehouse, uninsured and freight forwarded. Freight, forwarding and packaging costs are borne by the buyer or recipient. The risk passes to the buyer as soon as the goods are made available at our designated delivery warehouse in Marki, Poland. We will make every effort to consider the shipping method and route according to the buyer's wishes and interests. However, any additional costs resulting from this will be borne by the buyer, even if freight free delivery has been agreed. For orders of up to 100 pairs, we reserve the right to charge shipping costs.
In accordance with the provisions of the Packaging Ordinance, we do not take back transport and other packaging, with the exception of pallets. The buyer is responsible for disposing of the packaging at his own expense.
In case of a delay in shipment at the request or through the fault of the buyer, the goods will be stored at the buyer's expense and risk. In this case, the notification of readiness for dispatch is considered as dispatch.
If the buyer defaults on acceptance, we are entitled to demand compensation for any damage caused and any additional expenses.
In accordance with the provisions of the Packaging Ordinance, we do not take back transport and other packaging, with the exception of pallets. The buyer is responsible for disposing of the packaging at his own expense.
In case of a delay in shipment at the request or through the fault of the buyer, the goods will be stored at the buyer's expense and risk. In this case, the notification of readiness for dispatch is considered as dispatch.
If the buyer defaults on acceptance, we are entitled to demand compensation for any damage caused and any additional expenses.
V. Payment
If an advance payment of 30% has been agreed, the goods will only be released once payment has been made. Furthermore, payment must be made immediately after receipt of the invoice, assuming receipt of the goods, 10 days (3% discount), 30 days purely net cash on the account of Grünberg GmbH at Commerzbank Hamburg (IBAN: DE85 2004 0000 0630 9363 00 BIC: COBADEFFXXX). Our invoice number and date of issue must be stated.
Our prices are ex works including packaging, unless otherwise stated in the order confirmation. Our prices do not include statutory VAT. We will show this separately in the invoice at the statutory rate on the day the invoice is issued.
In the event of late payment, we are entitled to charge reminder costs of EUR 5.00 per reminder and default interest of 8 percentage points above the base interest rate of the European Central Bank. We reserve the right to deliver to the buyer against payment on account or by direct debit. When paying by direct debit, issuing a SEPA company direct debit mandate is only possible from accounts at German credit institutions. If fees are charged by the credit institutions, we reserve the right to pass them on. The buyer is only entitled to set-off rights if his claims are undisputed or have been legally established.
Our prices are ex works including packaging, unless otherwise stated in the order confirmation. Our prices do not include statutory VAT. We will show this separately in the invoice at the statutory rate on the day the invoice is issued.
In the event of late payment, we are entitled to charge reminder costs of EUR 5.00 per reminder and default interest of 8 percentage points above the base interest rate of the European Central Bank. We reserve the right to deliver to the buyer against payment on account or by direct debit. When paying by direct debit, issuing a SEPA company direct debit mandate is only possible from accounts at German credit institutions. If fees are charged by the credit institutions, we reserve the right to pass them on. The buyer is only entitled to set-off rights if his claims are undisputed or have been legally established.
VI. Retention of title
We reserve ownership of the goods delivered until they have been paid for in full by the buyer. It is agreed between the parties that title automatically passes to the buyer once the full purchase price has been paid. The buyer is entitled to sell the goods in the ordinary course of business as long as he is not in default with the payment of the purchase price.
All claims resulting from the resale of the goods are already assigned to us in full by the buyer as a precaution. The buyer is hereby revocably authorized to collect these claims. The revocation can only take place if the security of the purchase price claim is at risk.
Furthermore, the goods remain our security property until all claims have been met, including all balance claims from current account credits to which we are entitled from the buyer for any legal reason now or in the future. We will release this upon request if the value of the security property permanently exceeds the amount of the claims by 20%.
All claims resulting from the resale of the goods are already assigned to us in full by the buyer as a precaution. The buyer is hereby revocably authorized to collect these claims. The revocation can only take place if the security of the purchase price claim is at risk.
Furthermore, the goods remain our security property until all claims have been met, including all balance claims from current account credits to which we are entitled from the buyer for any legal reason now or in the future. We will release this upon request if the value of the security property permanently exceeds the amount of the claims by 20%.
VII. Retention of title
The ordered goods are put together according to the existing stocks and delivered. Any complaints must be reported in writing immediately, but at the latest within 8 days of receipt of the goods. Minor customary deviations or technically unavoidable differences in the goods remain reserved. The goods must be checked for defects and completeness immediately after delivery. Any defects or deviations in quantity identified must be reported to us immediately. If the customer fails to inspect or report defects in a timely manner, the delivered goods are deemed to have been approved and the possibility of asserting warranty claims is excluded. The burden of proof lies with the customer. Warranty and compensation claims expire one year after delivery of the goods. Claims will be credited upon receipt of a picture of the defective item. Returns of the ordered goods are only possible with our consent and at the expense and risk of the sender. Freight forwarded returns will not be accepted. If the packaging is damaged on the outside, a written statement of the facts is required, which must be signed by the person who handed over the goods. Reduced and clearance items cannot be exchanged. If, despite all care, the delivered goods have a defect that already existed at the time of transfer of risk, we will, after notifying the defect in a timely manner, either carry out a repair or deliver replacement goods at our discretion. We are always prepared to provide supplementary performance within a reasonable period of time. Claims for recourse remain unaffected by this regulation. If subsequent performance fails, the buyer can withdraw from the contract or reduce the remuneration - without prejudice to any claims for damages.
VIII. Miscellaneous
Cancellations, changes and additions to these delivery and payment conditions must be made in writing. Place of performance is Hamburg. The place of jurisdiction is our place of business if the buyer is a merchant within the meaning of Sections 1 ff. of the German Commercial Code (HGB).
The legal relationships are judged exclusively according to German law; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
All agreements made between the parties for the purpose of executing this Agreement are set out in writing in this Agreement.
Approved: 30.04.2024
General terms and conditions Grünberg GmbH, Dradenauer Deichweg 3-5, 21129 Hamburg
The legal relationships are judged exclusively according to German law; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
All agreements made between the parties for the purpose of executing this Agreement are set out in writing in this Agreement.
Approved: 30.04.2024
General terms and conditions Grünberg GmbH, Dradenauer Deichweg 3-5, 21129 Hamburg
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