General terms and conditions of business
1. General
1.1 All deliveries, services, offers and other legal transactions for BREE are governed exclusively by the following General Terms and Conditions of Sale and Delivery. These also apply to future transactions, even if no express reference is made to them again, provided that the buyer has received them once with an order confirmed by BREE.
1.2 Any conflicting terms and conditions of the buyer are hereby expressly rejected, even if they have not been expressly objected to. Deviations are only valid if they have been expressly acknowledged in writing by BREE.
2. Offer and conclusion
2.1 Unless expressly designated as binding, BREE's offers are non-binding. Verbal agreements and side agreements are only binding if BREE has expressly confirmed them in writing.
2.2 Orders from the buyer are only considered accepted once BREE has confirmed them in writing. If BREE does not confirm a contract concluded orally or by telephone in writing, the invoice issued by BREE serves as confirmation.
2.3 Any changes contained in the order confirmation relating to the buyer's orders shall be deemed accepted by the buyer unless the buyer objects to these changes in writing without undue delay.
3rd Prizes
3.1 All prices are ex works. Unless otherwise agreed, BREE will charge the prices valid on the day of delivery plus statutory VAT.
3.2 For orders with a total merchandise value of less than €200, or if the buyer requests partial deliveries with individual values below €200, BREE will charge a flat shipping fee of €5.00 within Germany and Austria, and €10.00 within the rest of Europe, unless otherwise agreed. Special packaging and packaging requested by the buyer will be charged to the buyer.
3.3 If the buyer's order is received after 12 noon and BREE is to deliver the goods the following day, the buyer will be charged the costs for express shipping as follows: Delivery within 24 hours: up to 5 kg = €13.40, up to 31.5 kg = €27.70; Deliveries by 12 noon the following day: up to 5 kg = €15.90, up to 31.5 kg = €30.20; Deliveries by 10 am the following day: up to 5 kg = €34.40, up to 31.5 kg = €48.70.
4. Delivery times
4.1 Delivery deadlines are only binding if they are agreed upon in writing. The delivery deadline is met if the goods have left the factory by the deadline's expiry. The deadline will be extended appropriately in the event of force majeure and all unforeseen obstacles arising after the conclusion of the contract for which BREE is not responsible.
4.2 Partial deliveries are customary and permissible, unless the buyer has objected to them in advance or there is a legitimate interest in a complete delivery only.
4.3 After the delivery deadline has expired, a grace period of 12 days for subsequent delivery will automatically commence. Only after this grace period has expired without delivery may the buyer withdraw from the contract in writing.
4.4 Further claims are excluded, unless BREE is liable in cases of gross negligence or intent.
4.5 If the buyer is in default of acceptance, BREE has the right, after setting a reasonable grace period, to demand either acceptance of the whole or part of the order, withdrawal from the contract and/or damages.
5. Retention of title, security
5.1 The goods remain the property of BREE until full payment of all claims, including those arising in the future.
5.2 The buyer's claims arising from the resale of the goods subject to retention of title in the ordinary course of business are hereby assigned to BREE as security for all of BREE's claims arising from the business relationship. The buyer is only entitled and authorized to resell the goods if the claim, including all ancillary rights arising from the resale, is transferred to the buyer. The buyer is not entitled to dispose of the goods subject to retention of title in any other way. At BREE's request, the buyer is obligated to notify the third-party purchaser of the assignment and instruct them to make payment to BREE.
5.3 If the value of the securities held by BREE exceeds its claims by more than 20%, BREE is obliged, at the request of the buyer or a third party affected by the securities, to release securities of BREE's choice to that extent.
5.4 Further dispositions of the delivered goods subject to retention of title or the assigned claims, such as pledging, transfer of ownership as security or sale after cessation of payments, are not permitted.
5.5 In the event of any enforcement proceedings, the buyer is obligated to inform the creditors and the enforcement officer of BREE's rights and ownership. Furthermore, the buyer is obligated to immediately notify BREE of any enforcement measures concerning its ownership. If, in the case of sales abroad, retention of title is not permissible with the same effect as under German law, but it is permissible to reserve other rights to the goods, the buyer must inform BREE of these rights and authorize BREE to exercise all such rights.
5.6 The buyer is obliged to insure the delivered item against theft, breakage, fire, water or other damage.
5.7 In the event of a breach of contract by the buyer, BREE is entitled to take back the goods and the buyer is obliged to return them.
5.8 If a central clearing house is involved in the business transaction between BREE and the buyer, and this clearing house assumes the risk of non-payment, BREE transfers ownership of the goods to the central clearing house upon shipment, subject to the condition precedent of payment of the purchase price by the clearing house. The buyer is only released from liability upon payment by the central clearing house.
6. Payments
6.1 Invoices are payable in cash without deduction within the agreed period. After this period, default occurs without further notice. If no payment period has been agreed, the invoices become due immediately.
6.2 If the buyer has several outstanding invoices, BREE will determine which invoices incoming payments from the buyer will be applied to.
6.3 Checks and bills of exchange are accepted only by special agreement and only on account of payment. Payment is considered made only on the day BREE has access to the funds. The buyer bears the costs of transferring the invoice amount.
6.4 In the event that payments are not made on time, all claims of BREE will become due immediately, irrespective of any agreed payment terms.
6.5 In case of default, interest will be charged at a rate of 8% above the base interest rate (§ 247 BGB). If the buyer fails to pay on time, if the buyer's creditworthiness or payment history deteriorates during the course of the business relationship between the conclusion of the delivery agreement and delivery, or if BREE subsequently becomes aware of justified concerns regarding the buyer's creditworthiness, BREE is entitled to:
a) To demand payment before the agreed payment date,
b) to withhold outstanding deliveries,
c) to withdraw from the contract while maintaining any claims for damages,
d) to demand payment before the end of the term of bills of exchange accepted,
e) to execute due deliveries only against prepayment or security at their discretion.
6.6 Withholding payments or offsetting them against any disputed and not yet legally established claims or claims that are not based on the same contractual relationship is not permitted.
7. Liability for Defects
7.1 Notices of defects or other complaints must be submitted in writing immediately upon discovery, but no later than one week after receipt of the goods, and must include a statement describing the findings. Failure to inspect the goods will be deemed unconditional acceptance of their conformity with the agreed specifications.
7.2 Minor deviations in dimensions, shapes, material properties, and color from sample collections, brochures, product descriptions, advertising materials, or other illustrations of the goods do not give rise to any warranty claims, provided they do not significantly impair the contractually agreed functionality. This applies in particular to the fact that leather is a natural product, and minor variations in color, surface texture, and quality are unavoidable.
7.3 BREE is not liable for advertising statements regarding the quality of goods made by its contractual partners or their agents.
7.4 If BREE acknowledges the defect in the rejected parts or services and has reported it in a timely and proper manner, BREE will, at its own discretion, either repair or replace the goods. The buyer must grant BREE the time and opportunity reasonably required to remedy the defect. If the buyer refuses to do so, BREE is released from liability for the defect. If BREE allows the reasonable grace period granted to it to expire without remedying the defect, the buyer may withdraw from the contract in writing or demand a price reduction. Further claims by the buyer against BREE are excluded, in particular claims for compensation for damages that did not occur to the delivered item itself.
7.5 This does not apply in cases of intent, gross negligence or the absence of warranted characteristics, where liability is mandatory.
7.6 The warranty period does not restart upon receipt of the replacement or repaired goods.
7.7 BREE is not liable for errors arising from documents submitted by the buyer. BREE is entitled to refuse to remedy defects if the buyer fails to fulfill their obligations. Goods may only be returned with the prior consent of BREE.
7.8 Claims for damages by the buyer against BREE, its legal representatives, or agents – regardless of the legal basis – in particular due to defects in the delivered goods, culpable impossibility of delivery or delay in delivery, positive breach of contract, breach of obligations during contract negotiations, and tort are excluded. This exclusion does not apply to the extent that liability is mandatory under the Product Liability Act, in cases of intent, gross negligence, or injury to life, body, or health.
7.9 If the buyer is a business or a legal entity under public law, the warranty period is one year; the warranty for special offers and second-hand goods is excluded. The limitation period begins on the day of delivery of the goods.
7.10 If the consumer has asserted rights against the buyer due to defective goods, the buyer had previously fulfilled his obligation to give immediate notice of defects to BREE, and the defects have not already been compensated, the buyer's claim against BREE for material and legal defects and for any claims for reimbursement of expenses that the buyer has to bear in relation to the consumer due to failed subsequent performance or breach of duty is limited to payment of a maximum of the net purchase price from the contractual relationship between buyer and BREE.
7.11 For unjustified complaints, the buyer will be charged for the costs incurred by BREE.
7.12 If the buyer asserts claims, he must prove that all the conditions for the claim are met.
8. Data protection
BREE is entitled to process and use the business partner's personal data arising from the contractual relationship – insofar as legally required or necessary for maintaining our business relationship – whereby the Federal Data Protection Act will be observed accordingly. The buyer waives the right to separate notification upon the initial storage of their personal data.
9. Place of performance, jurisdiction, applicable law
9.1 The place of performance and jurisdiction is Bad Kreuznach. However, BREE is entitled to bring legal action at the buyer's place of jurisdiction.
9.2 German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
9.3 The invalidity of individual provisions shall not affect the validity of the remaining provisions.
Version valid from: 01/02/2008