1.1 These General Terms and Conditions apply to all present and future mutual business relations between ASE Action Sports Electronics GmbH (HRB 5760), Otto-Hahn-Straße 17, D-65520 Bad Camberg, Germany, as seller (hereinafter referred to as "seller") and its buyers (hereinafter referred to as "buyer") with the exception of business relations within the scope of the seller's online shop. Conflicting and/or supplementary General Terms and Conditions of the Purchaser shall not apply to the Seller. This shall also apply if the Vendor is aware of them or fulfils its contractual obligations without reservation.
1.2 The General Terms and Conditions shall not apply to consumers within the meaning of § 13 BGB (German Civil Code).
2 Offers, order confirmation, conclusion of contract
2.1 The prices and delivery options offered by the Seller reflect the status at the time of publication of the offer catalogue. The catalogue shall be published annually. The information contained in the catalogue on the goods and their prices and characteristics shall not become part of the contract, but shall be provisional and non-binding. They are to be understood as an invitation by the customer to submit an offer.
2.2 By ordering goods, the customer submits a binding offer to conclude a sales contract. The purchaser is bound to an offer made by him for a period of 2 weeks from receipt by the seller.
2.3 A purchase contract is only concluded when the seller accepts the order by written order confirmation (by e-mail, fax) or executes the delivery or service without prior written order confirmation. In the latter two cases, the customer waives the right to an order confirmation. If acceptance by the Seller - whether by written order confirmation or execution - only takes place after expiry of the two-week commitment period, the contract shall nevertheless be deemed to have been concluded if the Buyer does not object immediately.
2.4 Should changes in prices and/or delivery possibilities occur after the publication of the catalogue, the seller reserves the right to change prices and delivery possibilities.
2.5 Technical changes as well as changes in form, colour and/or weight on the part of the manufacturers of the goods are reserved within the scope of what is reasonable for the customer.
3. Descriptions of goods All descriptions and other information provided by the Vendor, also in catalogues, brochures and advertising material, are in principle only descriptions of the goods, unless expressly stated otherwise. With such descriptions, the Seller does not guarantee the quality of the goods or that the goods will retain a certain quality for a certain period.
4. Cancellation fees
4.1 Orders can be changed in writing up to 3 weeks before the agreed delivery date, provided that the value of the order remains unchanged.
4.2 In the event of a cancellation by the Purchaser, the Seller shall be entitled, without prejudice to the assertion of further claims (e.g. damages), to demand a cancellation fee of 10 %, in the case of custom-made products 30 % of the order total after commencement of the manufacturing work.
5. Default of acceptance
If the customer is in default with his obligation to accept the goods, the costs of the unsuccessful offer, the costs of storage and the maintenance costs of the goods are to be reimbursed to the seller - notwithstanding the assertion of further claims.
6.1 The prices for deliveries shall be ex Seller's warehouse plus value added tax at the applicable rate at the time of invoicing. Other statutory levies in the country of delivery, transport costs and transport insurance (see Item 8) shall be charged separately to the Purchaser.
6.2 Offer prices are subject to change without notice in accordance with clause 2. All previous price lists shall lose their validity with each new catalogue.
7. Performance dates, performance time, arrears
7.1 Unless otherwise agreed or unless otherwise specified in the contractual relationship, the date or time of performance stated by the Seller shall always be approximate. If circumstances beyond the Seller's control, such as cases of force majeure, industrial disputes or official measures, occur which impede compliance with an agreed performance date, the performance period shall in any case be extended by the duration of these circumstances, even if these circumstances occur at suppliers.
7.2 If no deviating and express agreements on the time of delivery or the completion of the goods ordered have been agreed, the duration customary for the type and scope of the goods shall be deemed to have been agreed.
7.3 Unless otherwise agreed, goods which cannot be delivered immediately shall be taken into arrears and delivered together with the goods ordered.
8. Delivery, fees and transport insurance
8.1 As a rule, deliveries are made ex Bad Camberg by parcel service / forwarding agent. The shipping route is determined by the seller.
8.2 A transport insurance policy is taken out for each shipment, which is invoiced at a flat rate of € 2.00. The insurance cover is valid for all shipments. A handling fee of € 12.50 will be charged for cash on delivery shipments. For deliveries, the price list of the seller applies, available on the Internet athttps://www.actionsports-electronics.com/en/lieferbedingungen-versandkosten/.
9. Transfer of risk/place of performance
The place of performance for delivery and payment is the registered office of the company Bad Camberg, D-65520. The risk is transferred to the customer upon dispatch of the goods or upon handover (partial handover) to the forwarding agent.
10. Terms of payment
10.1 Unless otherwise agreed, invoices shall be paid net 30 days after the invoice date, after which the customer shall be in default pursuant to § 286 para. 2 no. 2 BGB (German Civil Code). The legal consequences shall be determined in accordance with § 288 BGB.
10.2 Unless otherwise agreed, payments shall be made by SEPA company direct debit. If payment is made within 8 days of the invoice date, the seller shall grant a discount of 3%. Discounts will only be accepted if no payments are overdue. Unauthorized deductions will be claimed subsequently.
10.3 The granting of discounts, rebates or bonuses on one or more occasions shall not entitle the Customer to the same or similar conditions for subsequent orders.
10.4 Cheques and other non-cash means of payment shall only be accepted on account of performance. In the case of payments in foreign currency, fulfilment shall only occur to the extent that payment has been credited to the Seller in euros.
10.5 Payments without a redemption provision shall first be credited against the costs, then against interest and finally against the principal claim.
10.6 The Purchaser shall only be entitled to set-off and retention rights if and to the extent that his counterclaims have been legally established, are undisputed or acknowledged by the Seller.
10.7 If partial payments have been agreed with a purchaser, the entire claim shall become due if the purchaser is in default with a partial payment and has been unsuccessfully reminded to make the partial payment after setting a two-week grace period.
11. Retention of title
11.1 The Seller shall retain title to all goods delivered by it (reserved goods) until full payment of all claims, including but not limited to the respective balance claims to which the Seller is entitled as a result of the business relationship. If the Purchaser is in default of payment, the Seller shall be entitled, after setting a reasonable deadline, to demand the surrender of the delivered goods. The costs for this shall be borne by the Purchaser. § Section 103 para. 1 InsO remains unaffected.
11.2 The Buyer shall always process the reserved goods on behalf of the Seller. If the reserved goods are processed or inseparably combined with other objects not belonging to the Seller, the Seller shall acquire co-ownership of the new object in the ratio of the invoice value of the reserved goods to the other processed or mixed objects at the time of processing.
11.3 If the Buyer acquires sole ownership by combining or mixing, the Buyer hereby assigns to the Seller co-ownership of the new stock or item in the ratio of the invoice value of the reserved goods to the other combined or mixed items at the time of combining or mixing. The customer shall keep them in safe custody for the seller free of charge. If the goods are at the premises of a third party, the purchaser hereby assigns to the seller the claim for surrender against this third party. The Seller hereby accepts this assignment. The (co-)ownership of the Vendor acquired in accordance with these provisions shall pass to the Purchaser under the same conditions as the ownership of the goods delivered by the Vendor.
11.4 The Buyer may only sell the reserved goods in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to the Seller in accordance with the following clauses 11.5 and 11.6.
11.5 All present and future claims of the purchaser arising from the resale of the reserved goods are hereby assigned to the seller. The Seller hereby accepts this assignment. They serve as security to the same extent as the reserved goods.
11.6 If the reserved goods are sold by the purchaser together with other goods not delivered by the seller, the assignment of the claim from the resale shall only apply to the amount of the invoice value of the reserved goods sold in each case. In the event of the sale of goods in which the Seller has co-ownership shares pursuant to Clause 11.2 or 11.3, the assignment of the claim shall apply to the amount of such co-ownership shares.
11.7 The Purchaser shall be entitled to collect claims from the sale pursuant to Clauses 11.5 and 11.6 until revoked by the Vendor. The Seller shall have the right of revocation if the Buyer is in default of payment, if an application has been made for the opening of insolvency proceedings or if payments have been suspended. The Purchaser shall immediately disclose the assigned claims and their debtors, provide all information required for collection, surrender the associated documents and notify the debtors of the assignment. In no case shall the customer be entitled to assign the claims.
11.8 Any other use of the reserved goods is prohibited. In particular, he shall not be entitled to assign or pledge the reserved goods as security. The claims assigned to the Seller may only be pledged or assigned as security to third parties with the prior written consent of the Seller.
11.9 If the value of the existing securities exceeds the secured claims by more than 20% in total, the Seller shall be obliged to release securities of its choice to this extent. The Purchaser must immediately notify the Seller in writing of any seizure or other impairments by third parties. The costs necessary to protect the Seller's rights shall be borne by the Purchaser unless they can be reclaimed from the third party.
12.1 Unless expressly agreed otherwise, the warranty claims of the Purchaser shall be governed by the statutory provisions (§§ 433 et seq. BGB). For the quality of the goods, only the information provided by the seller within the framework of the conclusion of the contract shall be binding. No warranty claims can be derived from public information, public praise or other advertising by the manufacturer.
12.2 In order to safeguard his warranty claims, the customer must inspect the goods immediately after delivery for obvious defects, in particular for transport damage, deviations in quantity and identity of the goods and, if a defect becomes apparent, notify the seller of this immediately in writing. The notification must contain the customer number, invoice number and description of the defect. The defective goods and packaging shall be stored for evidence purposes and shall be returned to the Vendor carriage paid on the Vendor's instructions. If the Buyer fails to notify the Seller, the goods shall be deemed to have been accepted unless the defect was not identifiable at the time of the inspection. If such a defect is discovered later, the notification must be made immediately after discovery, otherwise the goods shall be deemed to have been approved even in view of this defect.
12.3 If the delivered goods are defective at the time of transfer of risk, the Purchaser may, if the statutory requirements are met (i) at the Seller's option, demand that the defect be remedied or that defect-free goods be delivered (subsequent performance), (ii) after the unsuccessful expiry of a reasonable period set for subsequent performance, rescind the contract or reduce the purchase price or (iii) claim damages in accordance with the provisions of Clause 16 (Liability).
12.4 The Purchaser's claims for material defects shall become statute-barred two years after delivery of the goods to the Purchaser; claims for material defects concerning accumulators, however, shall become statute-barred six months after delivery of the goods to the Purchaser. This shall not apply if longer periods are prescribed by law in § 438 para. 1 no. 2 (buildings and objects normally used in buildings) and § 479 para. 1, 2 (rights of recourse) BGB. The statutory limitation rules shall also apply in the event of intentional breaches of duty.
12.5 Neither a replacement delivery nor a rectification of defects shall result in a new commencement of the limitation period. § 212 para. 1 no. 1 BGB remains unaffected.
12.6 Minor or insignificant deviations with regard to shape, colour, weight, material thickness and design of the goods are reserved and do not lead to a deviation from the agreed quality as long as the deviations are within reasonable limits for the customer. In the event of the agreed sale of used goods, the Seller shall not assume any warranty.
13. Handling of complaints
The customer is obliged to request a return number by telephone/e-mail/fax. In case of return without agreement or without prior request of a return number, a processing fee of € 50.00 or 10% of the invoice amount (depending on the expenditure) plus the freight costs incurred will be charged. The forms "return receipt", which the customer can request from the seller, are to be used for processing. The goods shall be returned to the Seller carriage paid. In the event of a justified complaint and prior request for a return number, the seller will refund € 3.53; a higher amount will only be refunded if this is proven by the customer.
The following must be observed:
The return receipt must be completed carefully.
Without return receipt € 25,00 handling fee will be charged.
The seller reserves the right to decide on replacement, repair or credit.
In the case of a replacement delivery, the seller will take the item into arrears, unless otherwise agreed. Delivery shall be made automatically with the next delivery.
It should be noted that a flat-rate inspection fee of € 25.00 may be charged for items sent in without a detectable defect.
All Euro amounts mentioned in this paragraph are net amounts.
14.1 The customer's data (name, address, order data) from the respective business case are processed automatically for the purpose of processing the contract, in particular for billing purposes. For technical reasons, it may be necessary for the data of the customer to be stored on the server of a third party. Any other transmission of the Purchaser's data shall only take place within the framework of the processing of the payment method selected by the Purchaser with the bank or the payment or credit card institution of the Purchaser or for the purposes of the execution of the respective contract (e.g. to vicarious agents of the Seller).
14.2 The Buyer gives his express consent that the Seller or its contractual partners may send him information about goods or services in writing or by e-mail or contact him in any other way (e.g. by telephone). Such consent may be revoked at any time in writing or by e-mail.
15. Reservation of self-delivery
Should an ordered product not be available because the seller is not supplied by its supplier without its fault despite its contractual obligation, the seller is entitled to withdraw from the contract with the buyer. In this case, the customer will be informed immediately that the ordered goods are no longer available and any services already rendered will be reimbursed immediately.
16.1 The Seller shall be liable without limitation for damages caused by gross negligence or intent. In the event of damage caused by simple negligence on the part of the Seller, the Seller's liability for material damage and other resulting financial losses shall be limited to an amount of € 100,000.00 per claim.
16.2 Claims of the purchaser are excluded if the defect is exclusively due to improper handling of the goods, improper storage or non-observance of the operating instructions by the purchaser. The Seller shall not be liable for infringements of the applicable law of the country in which the goods are used caused by the use of the goods.
16.3 Insofar as the Seller's liability is limited or excluded, this shall also apply to the personal liability of the Seller's employees, workers, staff, legal representatives and vicarious agents.
16.4 Liability for culpable injury to life, limb or health as well as liability under the Product Liability Act and other mandatory statutory provisions shall remain unaffected.
17. Changes of address
The contracting parties shall notify each other immediately of any changes of address. If any part fails to do so, its last known address shall apply to all deliveries. The defaulting party shall bear any expenses incurred in determining the address.
18 Place of jurisdiction and choice of law
18.1 For the decision of all disputes arising from or in connection with the contract - including those about its existence or non-existence - exclusively the competent court at the seat of the seller in Bad Camberg, D-65520 is competent, as far as legally permissible. The seller reserves the right to take legal action against the customer at his place of business.
18.2 The contractual relationship is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG).
Contact point in Germany
ASE Action Sports Electronics GmbH Otto-Hahn-Straße 17 D-65520 Bad Camberg