General terms and conditions of SAMOSA GmbH
– hereinafter SAMOSA –
scope
1.1 Our General Terms and Conditions only apply if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), i.e. a natural or legal person or a partnership with legal capacity that acts in the exercise of a commercial or independent professional activity. We do not sell to private customers. Acceptance of service and delivery is deemed to be recognition of the validity of these General Terms and Conditions. Changes or changes in business status during the business relationship with SAMOSA must be reported to SAMOSA.
1.2 Our general terms and conditions apply exclusively. Each transaction is based on the current terms and conditions. They also apply to all future transactions, as well as to all business contacts, such as the initiation of contract negotiations or the initiation of a transaction, even if they are not expressly agreed again or are not expressly referred to again. Conflicting terms and conditions of the business partner are only valid if SAMOSA expressly agrees in writing.
1.3 If obligations are established with third parties, the liability provisions of these General Terms and Conditions also apply to them.
Conclusion of contract
2.1 The presentation of the products in our online shop, in our product catalog and on our order form represents a non-binding and non-binding order offer. By ordering in our online shop or by order form, email, telephone or fax, you are placing a binding order for the goods you have marked accordingly .
2.2 The order is accepted by sending a separate written order confirmation (by email or fax) or by delivering the goods to the entrepreneur or his customer. The purchase contract is therefore considered concluded.
Prices, shipping costs
3.1 Our prices are in euros plus VAT and are generally the prices listed in the shopping cart in our online shop at the time of the order or the prices listed on the valid order form.
3.2 Fees for special delivery methods, such as express, advice or international deliveries, will be invoiced separately.
payment
4.1 The due date of payment depends on the payment method chosen. You can choose to pay in advance, direct debit or invoice. Payment by invoice is only available to existing customers with a customer number.
4.2 If you select the payment method in advance, we will send the goods after receipt of payment, which must be credited to our account no later than 5 days after the order confirmation was sent. Invoices are due upon receipt of the goods. If you choose to pay by invoice, payment is due 21 days after receipt of the goods.
4.3 If payment is delayed, SAMOSA is entitled to charge a flat rate of 10 euros in reminder fees per reminder level. Furthermore, SAMOSA is entitled to exclude the business partner from further deliveries, even if these have already been confirmed, and to assert a corresponding right of retention. In exceptional cases, particularly if the business partner is urgently dependent on these further delivery(s), which the business partner must report and provide evidence of immediately after asserting the right of retention, a delivery will be made after payment in advance after confirmation has already been given by SAMOSA.
4.4 SAMOSA's claims for remuneration can only be offset against undisputed or legally established claims. The business partner is only authorized to exercise a right of retention if it is based on the same contractual relationship and SAMOSA's counterclaim is undisputed or has been legally established.
4.5 The assignment of claims against SAMOSA is only possible with the consent of SAMOSA.
Delivery
5.1 The goods are always shipped insured.
5.2 All items offered are ready for immediate dispatch and are delivered picked, provided the number of items ordered is in stock. We reserve the right to make partial deliveries if this is advantageous for rapid processing. Different delivery dates will be agreed upon individually.
5.3 If, in exceptional cases, an agreed delivery date cannot be met, we will inform you immediately. For delays for which SAMOSA is not responsible, the business partner can neither withdraw from the contract nor assert claims for damages.
5.4 SAMOSA reserves the right to only deliver against advance payment or direct debit. In the event of arrears in payments from the ongoing business relationship, if enforcement is being carried out against the business partner's assets and if there is a risk of insolvency, SAMOSA is entitled to withhold deliveries and to withdraw from or terminate all contracts. The business partner cannot claim damages from this.
5.5 If goods are available on call and no different regulations have been agreed in writing, the business partner must accept all of the ordered goods within 14 days of agreeing on the call order. At the end of the 14-day call-off period, SAMOSA is entitled to bill the entire order step by step against provision of the total ordered service.
5.6 If the business partner or his customer is in default of acceptance or if the dispatch of the delivery is delayed at the request of the business partner or his customer, SAMOSA can calculate the costs incurred by storing the goods as well as any additional expenses when notification of readiness for dispatch begins. SAMOSA is entitled, after setting and fruitless expiry of a reasonable deadline, to dispose of the goods elsewhere and then to fulfill the contract with an extended performance period or to withdraw from the contract.
5.7 In the case of dropshipping deliveries, the business partner undertakes to accept the goods if their customers do not accept them.
Transfer of risk and warranty
6.1 When the goods are dispatched by SAMOSA, the risk is transferred to the business partner upon handover to the transport company, even if the goods are delivered freight paid. In the event of delays in dispatch for which the business partner is responsible, the risk is transferred to the business partner upon notification of readiness for dispatch. If the business partner collects the goods, the risk of accidental loss or accidental damage is transferred to the business partner when the goods are handed over.
6.2 All damage and missing quantities must be documented on the delivery receipt in the presence of the driver of the delivering company when the goods are accepted by the business partner or their customers. Undocumented damage and shortages will not be recognized by SAMOSA without this documentation. If the goods are obviously defective for other reasons (e.g. if the goods have production defects), SAMOSA must be notified of this in writing immediately, at the latest within 8 days of receipt of the goods. Defects in part of the delivery may not be extended to a complaint about an entire shipment.
6.3 Claims for defects cannot be asserted if there is only an insignificant deviation from the agreed quality, if there is only an insignificant impairment of usability, in the case of natural wear and tear, such as damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating resources or Due to special external influences that are not assumed under the contract. If repair work or changes are carried out improperly by the customer or third parties, there are no claims for defects for these or the resulting consequences.
6.4 The business partner bears the full burden of proof for all claims requirements, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the complaint.
6.5 In the event of a complaint, the business partner - including his customers - must ensure that the goods are either in their original packaging or secured against damage in some other way. The consent of SAMOSA must be obtained before any return of the goods.
6.6 The warranty begins when the business partner accepts the goods and is based on the legal provisions. The limitation period for warranty claims for entrepreneurs is one year. SAMOSA has the choice of remedying the defect or delivering a defect-free item for subsequent performance.
6.7 If subsequent performance fails, the business partner can, at his discretion, demand a reduction in the remuneration (reduction) or cancellation of the contract (withdrawal). However, if there is only a minor breach of contract, in particular if there are only minor defects, the business partner does not have the right to withdraw from the contract.
6.8 If the business partner chooses to withdraw from the contract due to a defect after the 2nd failed subsequent performance, he is not entitled to any additional claim for damages due to the defect. If the business partner chooses compensation after subsequent fulfillment has failed, the goods will remain with the business partner if this is reasonable for him. The compensation is then limited to the difference between the purchase price and the value of the defective item.
Retention of title
7.1 The goods remain the property of SAMOSA until all outstanding claims from the ongoing business relationship have been paid in full. The business partner is obliged to treat the goods with care.
7.2 SAMOSA is entitled, also in connection with the extended retention of title, to withdraw from all contracts and demand return of the goods if the business partner behaves in breach of contract, in particular in the event of late payment.
7.3 The business partner may neither pledge the delivery item nor assign it as security for the duration of the retention of title. The business partner is obliged to inform SAMOSA immediately of any damage or destruction of the goods. The business partner must immediately notify SAMOSA of any change in ownership of the goods or change of company headquarters.
7.4 The business partner is entitled to resell the goods in the ordinary course of business. For security reasons, he assigns to SAMOSA all claims in the amount of the outstanding invoice amount that he is entitled to through the resale against a third party. SAMOSA accepts the assignment. After the assignment, the business partner is authorized to collect the claim for SAMOSA. The business partner is only entitled to resell the reserved goods on the condition that his purchase price claims are transferred to SAMOSA in accordance with the above provisions. The business partner is not entitled to make any other orders. SAMOSA reserves the right to collect the claim itself as soon as the business partner does not properly meet its payment obligations and defaults on payment.
7.5 SAMOSA's security interests do not prevent the business partner from disposing of items belonging to SAMOSA or claims assigned to SAMOSA for security reasons in the normal course of business. Normal business operations no longer exist if the business partner defaults on his payment obligations to SAMOSA one month after the default occurs, payments are suspended or an application for insolvency is filed. In this case, at the request of SAMOSA, the business partner is obliged to inform its customers of the assignments, to refrain from collecting the claims and to allow collection by SAMOSA. At the request of SAMOSA, the business partner is also obliged to provide SAMOSA with the addresses of its business partners upon first request.
Foreign business
8.1 The export of our products by our business partners is prohibited for patent and trademark reasons as well as in view of our obligations abroad, unless otherwise agreed.
8.2 The business partner must ensure through contractual agreements that all subsequent customers also strictly adhere to this export ban.
Final provisions
9.1 Subsidiary agreements and/or deviating agreements must be in writing.
9.2 If individual provisions of the contract with the business partner, including these General Terms and Conditions, are or become invalid in whole or in part, this will not affect the validity of the remaining provisions. The fully or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.
9.3 The entire legal relationship between the parties is subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
9.4 Place of performance and exclusive place of jurisdiction for all disputes arising between the parties directly or indirectly from the contractual relationship is Halle (Saale).
As of: June 2016