Terms and Conditions - ILA Uhren GmbH

§ 1 Introductory provisions

The company ILA Uhren GmbH – hereinafter also referred to as the "supplier" – acts exclusively on the basis of the following general terms and conditions of business and delivery. These terms and conditions of business and delivery also apply to follow-up orders.

Deviations from these terms and conditions of business and delivery – in particular the validity of the buyer's purchase specifications – require our express written approval. Deviating general terms and conditions of business of the buyer are only accepted if this has been expressly confirmed in writing by the supplier.

§ 2 Delivery reservations

1. We reserve the right to receive correct and timely deliveries ourselves.
2. Orders are only binding for us if we confirm them or comply with them by sending the goods; verbal side agreements only if we confirm them in writing.
3. When using the goods supplied, third-party property rights must be observed. In the event of a violation of third-party property rights and associated sales bans, the buyer's claims for damages against the supplier are excluded.
4. Various difficulties in the production facilities can lead to delivery delays; in individual cases, this can also lead to a failure to deliver. If the delivery delay or delivery selection is reasonable, the buyer will not assert any claims for compensation against the supplier for late delivery or non-performance.
5. In the event of legal industrial action or force majeure, if an independent supplier is affected, the delivery period will be delayed by the duration of the interruption in operations caused by this, even in the event of such illegal industrial action.
6. In the event of subsequent changes to the contract that may affect the delivery period, the delivery period will be extended accordingly, unless special agreements are made in this regard.
7. As long as the buyer is in arrears with an obligation, our delivery obligation is suspended.

§ 3 Transfer of risk, shipping and freight

1. All deliveries are made from the warehouse in Marl (NRW). The buyer bears all costs and risks of transport, including loading costs, onto the means of transport to be provided by the buyer.
2. If the supplier is obliged to bear the costs of return transport, it must only reimburse those costs that would have been incurred if the cheapest transport route had been used.

§ 4 Price and payment

1. For orders for which no fixed prices have been expressly agreed, the supplier's list price valid on the day of delivery plus the applicable statutory VAT is deemed to have been agreed. All net prices have already been reduced by the discount amount for rationalization reasons. The prices valid on the day of delivery always apply for the calculation. If these exceed the list price valid at the time of conclusion of the contract by more than 15%, the customer is entitled to withdraw from the contract within 14 days of notification of the price increase.
2. Due to the supplier's extreme price calculation, the goods will only be delivered after the invoice amount has been transferred (payment in advance) or against cash on delivery (only advance payment is possible for first orders!). If, due to special agreements, a delivery is made against invoice, this is generally due immediately and payable without deduction of discounts.
3. If the payment deadline is exceeded, interest will be charged at the usual bank debit interest rate, but at least 4% above the respective Bundesbank discount rate, subject to the assertion of further damages.
4. Only undisputed or legally established claims entitle the buyer to offset or withhold payment.

§ 5 Retention of title

1. The delivered goods remain the property of the supplier until all claims arising from the business relationship between the supplier and the customer have been paid in full. The inclusion of individual claims in a current invoice as well as the drawing of a balance and their recognition does not affect the retention of title. The buyer is authorized to dispose of the purchased goods in the ordinary course of business. He is not permitted to pledge or transfer them as security. The authorization to resell is excluded if the resale is made to customers who have excluded or restricted the assignment of the payment claim against them. The buyer must immediately notify the supplier by registered letter of any access by third parties to the goods and claims belonging to us, stating the documents necessary for intervention.
2. The buyer hereby assigns to us as security the claims against third parties arising from the resale in full or in the amount of our possible co-ownership share. He is authorized to collect these on our behalf until revocation or cessation of payments to us. The buyer is not authorized to assign these claims for the purpose of collecting the claim by way of factoring, unless the factor is simultaneously obliged to pay us the consideration in the amount of our share of the claim directly as long as we still have claims against the buyer.
3. Regardless of the assignment and the supplier's right of collection, the buyer is entitled to collect the claims as long as he meets his obligations to the supplier and does not fall into arrears, go bankrupt, become insolvent or the conditions under Section 321 of the German Civil Code arise.
4. The buyer must provide the supplier with the information on the assigned claims required for collection upon request and notify his customers of the assignment.
5. The goods and the claims replacing them may not be pledged to third parties, transferred or assigned as security before our claims have been paid in full.
6. After default in payment or other possible reasons for withdrawal, the supplier is entitled to demand that the buyer immediately return the unpaid goods.
7. If the value of the securities exceeds our claims by more than 20%, we will release securities of our choice at the request of the buyer.

§ 6 Warranty

1. All information about the suitability, processing and application of our products, technical advice and other information is provided to the best of our knowledge, but does not release the buyer from carrying out their own tests and trials.
2. If the delivered goods are defective, the buyer can initially only request repair or replacement. All other warranty claims are excluded in this respect. If repair or replacement fails, the buyer can request a credit, reduction or conversion. Commercially usual or technically unavoidable deviations in quality, dimensions, pattern, color, condition, etc. as well as changes in design and execution are not grounds for complaint.
3. The buyer undertakes to inspect the goods immediately after receipt of each individual delivery and to report any defects in the goods to the supplier immediately within 3 days at the latest, in writing, enclosing supporting documents. Any defects that cannot be detected must be reported to the supplier in writing, enclosing supporting documents, immediately after they are discovered.
4. The supplier is not liable for simple negligence on the part of its vicarious agents, unless senior employees act and essential aspects of the contract are not affected.
5. The supplier is also not liable for slightly negligent actions on the part of its senior employees and vicarious agents, insofar as these are cardinal obligations.
6. The supplier is not liable for contract-specific and unforeseeable damages.

§ 7 Applicable law, place of performance and place of jurisdiction

1. The contractual relationship is subject to the law of the Federal Republic of Germany. The application of the EKG/EAG and the CISG is excluded.
2. Insofar as these general terms and conditions of business and delivery are applied in commercial transactions, the supplier is agreed as the place of performance for all obligations arising from this contractual relationship. The place of jurisdiction for all disputes resulting from the contractual relationship, provided the buyer is a registered merchant, is the relevant court in Gelsenkirchen.

§ 8 Written form

All agreements between the parties regarding the contractual relationship must be made in writing.

§ 9 Severability Clause

If a provision in these terms and conditions (GTC) or a provision within the framework of other agreements is or becomes invalid, this shall not affect the validity of all other provisions or agreements. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic success.