hereinafter referred to as "STOCKCONTINENT"
1. General / Scope. These terms and conditions apply exclusively.
The acknowledgement here of differing or contrary terms requires an express written approval. This applies also during the unconditional fulfilment of the delivery. The terms of delivery apply only to entrepreneurs.
The Purchaser is obliged to accept the ordered goods (principal obligation). If the Purchaser delays acceptance of the goods, STOCKCONTINENT is entitled, following the expiration of an appropriate grace period, to demand compensation for non-fulfilment and to rescind the contract. If the Purchaser delays acceptance of the ordered goods, then STOCKCONTINENT is entitled, notwithstanding the preceding paragraph and the other legal rights, to demand an explanation from the Purchaser within a three-week time period as to whether the Purchaser agrees to a disposal of the ordered goods elsewhere. If STOCKCONTINENT does not receive this explanation within the aforementioned three-week period, then the Purchaser shall be considered to be in agreement with the corresponding disposal. STOCKCONTINENT is obliged, at the beginning of the period, to notify the Purchaser in writing of the significance of his actions and the resulting legal consequences. If the disposal of the ordered goods elsewhere by STOCKCONTINENT is agreed to, the disposal of the goods shall freely take place elsewhere. Based on the Purchaser’s duty to pay compensation for damages and expenses, the proceeds shall be credited to the Purchaser after deduction of the incurred costs.
The delivery shall be made ex works or ex warehouse ("ex works" Incoterms 2010) uninsured and freight collect. Freight, shipping and packaging costs shall be at the Purchaser’s or recipient’s expense. The risk shall transfer to the Purchaser with the provision of the goods in the delivery warehouse designated by STOCKCONTINENT.
With the agreed advance payment, the goods will be released once the payment has occurred. Otherwise, payment shall take place immediately after the receipt of the invoice, provided the goods have been received, payable net cash to the bank account specified by STOCKCONTINENT in the purchase order or order confirmation. The information shall include the invoice number or order number of STOCKCONTINENT and its issue date. In the event of payment delay, STOCKCONTINENT is entitled to charge reminder costs in the amount of EUR 20.00 per reminder and interest on arrears in the amount of 8 percentage points above the basic interest rate of the European Central Bank. STOCKCONTINENT reserves the right to deliver to the Purchaser only upon direct debit payment. Only the issuance of a direct debit authorisation from accounts at German credit institutions is possible for direct debit payment. If fees are charged by the credit institutions, STOCKCONTINENT reserves the right to pass on the charges. The Purchaser is entitled to set-off rights only if its claims have been deemed indisputable or legally valid.
5. Warranty for defects and liability
The goods can be viewed by the Purchaser and/or its authorised representative beforehand. The goods that were ordered then will be assembled according to the available stock and delivered. Deviations from the agreed delivery quantity in the amount up to 10% do not entitle any of the parties to make claims. Notification of deviations in excess of 10% of the agreed delivery quantity shall be sent in writing to STOCKCONTINENT within 10 days after receipt of the goods. Receipt at STOCKCONTINENT shall determine compliance with this time period. The goods generally involve surplus stock. Therefore, the goods are sold as is. For that reason, defect claims are excluded, provided STOCKCONTINENT has not intentionally concealed the defects or infringed a warranty. The same applies to defects of title. Otherwise, defect claims by the Purchaser require proper notification of defects in accordance with §377 of the German Commercial Code. The following provisions apply to claims for compensation because of defects. This is also applicable to subsequent defect claims. If STOCKCONTINENT is liable for damage compensation for other reasons according to the legal requirements, this applies only if the cause of the damage is based on intent, gross negligence or to the negligent breach of essential contractual duties or if STOCKCONTINENT is liable according to the product liability law. STOCKCONTINENT’s liability for the loss of life or injury to body and health is not limited. Any claims for defects shall lapse within 6 months, calculated from when the risk is transferred. This statute of limitation shall also apply to claims for compensation for subsequent defect claims and faults arising during the conclusion of the contract, but not for claims on the grounds of tortious product liability or the product liability law. Any right of recourse by the Purchaser is excluded based on the characteristics of the goods as surplus stock. If any right of recourse exists, the Purchaser cannot assert any claims other than those to which the Purchaser is entitled in accordance with §478 of the German Civil Code. The right of recourse is particularly excluded when it is based on agreements of the Purchaser with its customers that go beyond the legal warranty.
6. Indications of origin
The goods from specific
brands that the Internet user who has not logged in does not get to view in our
online shop at www.stockcontinent.de may only be resold when neutralised and
the origin of these brands can no longer be recognised or may be resold only in
countries, cities or regions where the individual brand has no shops or warehouses
of its own. All labels, price tags, article numbers among other things shall be
removed for the neutralisation. Boxes, directions for use, washing
instructions, etc. shall be eliminated and reprinted at the Purchaser’s
expense, if neutralisation through overprinting is not possible or cannot be
carried out. For intermediate sales (chain sales), the Purchaser is obliged, in
cases where the Purchaser is unable to neutralise the goods, to impose the
neutralisation of the goods on its customer and to be responsible for the
implementation of the required measures.
The catalogues and/or photographs provided to the Purchaser, partner or user of our online shops as well as the contents and pictures on STOCKCONTINENT websites must not be used for price demonstrations or advertising campaigns without the prior express written permission of STOCKCONTINENT. The downloading or copying of the contents of STOCKCONTINENT company websites is strictly prohibited without its express written permission and can be prosecuted for copyright reasons. If the seller infringes the obligations in this section, then STOCKCONTINENT, subject to the reservation of any other rights,is entitled to give extraordinary notice of termination and to demand a contractual penalty in the amount of EUR 5,000.00 for each violation. The right to assert additional claims for compensation is reserved.
7. Retention of title
STOCKCONTINENT retains title to the delivered goods until all payments from the business relationship with the Purchaser have been received. For behavior by the buyer that is contrary to the contract, in particular for payment default, STOCKCONTINENT is entitled to rescind the contract and take back the delivered goods. The regulations of the German Insolvency Code remain unaffected thereby. The Purchaser is entitled to resell the goods within the proper course of business. However, the Purchaser shall hereby assign to STOCKCONTINENT all receivables that arise as a result of the resale with respect to its customers or third parties, such receivables in the amount of the final billed amount (including the VAT tax), to the receivables of STOCKCONTINENT. The Purchaser shall remain authorised to collect this account receivable even after assignment. STOCKCONTINENT, however, is authorised to collect this account receivable itself if the Purchaser does not fulfil its payment obligations arising out of the proceeds collected, defaults on payment, a petition to open an insolvency or settlement proceedings or a corresponding process exists or a stoppage of payment exists. The Purchaser is then obliged upon request to give STOCKCONTINENT the list of receivables belonging to the Purchaser with the names and addresses of the consumers, the amounts of individual receivables, invoice date, etc. and to provide STOCKCONTINENT with all the information necessary for the enforcement of the transferred receivables and to inform the debtors (third parties) of the assignment. The regulations of the German Insolvency Code remain unaffected in the event of the Purchaser’s insolvency.
All deletions, modifications and supplements to these delivery and payment terms must be made in writing. The place of performance is 55469 Simmern. The place of jurisdiction is 55469 Simmern. If the buyer is a merchant, STOCKCONTINENT is also entitled to bring suit against the Purchaser at its registered office. The legal relationships shall be governed exclusively by German law; the UN Convention on contracts for the international sale of goods (CISG) is excluded.
Should individual provisions of the agreement be or become invalid in whole or in part, including these General Terms and Conditions, then it shall have no effect on the validity of the remaining provisions.
The invalid or partly ineffective provision shall be replaced by a provision that conforms as closely as possible to the economic intent of the invalid provisions.